d1226071_6-k.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of September, 2011

Commission File Number:  001-50113

 
GOLAR LNG LIMITED
(Translation of registrant's name into English)
 
Par-la-Ville Place,
14 Par-la-Ville Road,
Hamilton,
HM 08,
Bermuda
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [ X ]       Form 40-F [  ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [  ].

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [  ].

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 
 

 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT
 

Attached as Exhibit 99.1 is the Operating and Financial Review for the three and six months ended June 30, 2011 and the unaudited condensed consolidated interim financial statements of Golar LNG Limited (the "Company") as of and for the three and six months ended June 30, 2011.

 
The information contained in this Report on Form 6-K is hereby incorporated by reference into the Company's registration statement on Form F-3ASR (File no. 333-175376), which was filed with the U.S. Securities and Exchange Commission on July 6, 2011.
 


 
 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


GOLAR LNG LIMITED.
 
(Registrant)
 

 
       
Date: September 9, 2011
By:
/s/Brian Tienzo
 
 
Name:
Brian Tienzo
 
 
Title:
Chief Financial Officer
Golar Management Ltd.
(Principal Financial Officer)
 


 
 

 


Exhibit 99.1


UNAUDITED CONDENSED INTERIM FINANCIAL REPORT

Forward Looking Statements

This report contains forward looking statements. These statements are based upon various assumptions, many of which are based, in turn, upon further assumptions, including examination of historical operating trends made by the management of the Company. Although the Company believes that these assumptions were reasonable when made, because assumptions are inherently subject to significant uncertainties and contingencies, which are difficult or impossible to predict and are beyond its control, the Company cannot give assurance that it will achieve or accomplish these expectations, beliefs or intentions.
 

Included among the factors that, in the Company's view, could cause actual results to differ materially from the forward looking statements contained in this press release are the following: (i) inability of the Company to obtain financing for the new building vessels at all or on favorable terms; (ii) changes in demand; (iii) a material decline or prolonged weakness in rates for Liquefied Natural Gas, or LNG, carriers; (iv) political events affecting production in areas in which natural gas is produced and demand for natural gas in areas to which our vessels deliver; (v) changes in demand for natural gas generally or in particular regions; (vi) changes in the financial stability of our major customers; (vii) adoption of new rules and regulations applicable to LNG carriers and Floating Storage and Regasification Units, or FSRU's; (viii) actions taken by regulatory authorities that may prohibit the access of LNG carriers or FSRU's to various ports; (ix) our inability to achieve successful utilization of our expanded fleet and inability to expand beyond the carriage of LNG; (x) increases in costs including: crew wages, insurance, provisions, repairs and maintenance; (xi) changes in general domestic and international political conditions; (xii) the current turmoil in the global financial markets and deterioration thereof; changes in applicable maintenance or regulatory standards that could affect our anticipated dry-docking or maintenance and repair costs; (xiii) our ability to timely complete our FSRU conversions; (xiv) failure of shipyards to comply with delivery schedules on a timely basis; and (xv) other factors listed from time to time in the reports and other documents that the Company files with or furnished to the Securities and Exchange Commission or Commission.

All forward-looking statements included in this report are made only as of the date of this report and the Company assumes no obligation to update any written or oral forward-looking statements made by it or on its behalf as a result of new information, future events or other factors.

 
 

 


Operating and Financial Review

 
Three Month Period Ended June 30, 2011 Compared with the Three Month Period Ended June 30, 2010

Vessels operations segment

 
The following table presents details of our vessel operations segments consolidated revenues and expense information for the three month periods ended June 30, 2011 compared to 2010:

   
Three Months Ended
June 30,
             
   
2011
   
2010
   
Change
   
%
Change
   
(in thousands of $USD,
except average daily TCE)
 
Operating revenue
    73,968       55,668       18,300       33 %
Vessel operating expenses
    16,224       12,089       4,135       34 %
Voyage expenses
    819       10,002       (9,183 )     (92 %)
Administrative expenses
    6,819       4,380       2,439       56 %
Depreciation and amortization
    17,449       16,158       1,291       8 %
Interest income
    324       983       (659 )     (67 %)
Interest expense
    (6,873 )     (8,203 )     1,324       (16 %)
Other financial items
    (8,754 )     (11,247 )     2,493       (22 %)
Income tax benefit (expense)
    1,189       (449 )     1,638          
Equity in net earnings of investees
    (540 )     (323 )     (217 )        
Net income (loss)
    18,003       (5,542 )     23,545          
Non-controlling interest
    (6,925 )     (168 )     (6,757 )        
                                 
TCE (1)
    91,666       47,332                  

 
(1)
Time Charter Equivalents or TCE is a non-GAAP financial measure. See the section of this report entitled "Non-GAAP measures" for a discussion of TCE.

Operating revenues: Total operating revenues in the second quarter were $74.0 million, which compared to $55.7 million in the same period for 2010. The increase can primarily be explained by the commencement in May 2010 of the 10 year long-term charter with the Dubai Supply Authority, or DUSUP, for the Golar Freeze following its FSRU retrofitting. Accordingly, the Golar Freeze recognized a full quarter's revenue in 2011. In addition, the Company experienced an overall improvement in the charter rates and utilization rates for the Company's vessels trading on the spot market. Accordingly, this resulted in higher average TCEs, for the second quarter of 2011 of $91,666 compared to $47,332 in 2010.
 
Voyage expenses: Voyage expenses largely relate to fuel costs associated with commercial waiting time and vessel positioning costs which were down $9.2 million to $0.8 million in the second quarter from $10 million in the same period for 2010. The reduced level of voyage expenses was a result of the Company's vessels being on time charters or in lay up throughout Q2 2011 whereas, due to poor market conditions in the prior year, there were periods of off hire when the Company was liable for fuel costs.
 
Vessel operating expenses: The increase of $4.1 million in vessel operating expenses to $16.2 million for the second quarter of 2011 as compared to 2010 is primarily due to increased costs associated with vessels which were operational during the current quarter but not in the same period in 2010 as well as reactivation costs incurred for the Gimi in 2011 prior to the vessel entering the charter market. Operating costs have also increased due to the US dollar weakening against the Euro and thereby increasing the cost of crew remunerated in Euro's.
 
Administrative expenses: Administrative expenses have increased by $2.4 million to $6.8 million for the three months ended June 30, 2011 compared to the same period in 2010. This is primarily due to higher legal and professional fees resulting from lease terminations and the delisting of Golar LNG Energy Limited from the Oslo Axess as well as social security contributions being higher due to a greater number of shares options exercised during the second quarter of 2011 as compared to the same period in 2010.

 Depreciation and Amortization: Depreciation and amortization is in line with prior periods.

Interest income: Interest income decreased by $0.7 million to $0.3 million for the three months ended June 30, 2011 compared to the same period in 2010. This is due to the decline in lease deposit interest income, resulting principally from the release of the lease security deposit, in the form of a Letter of Credit ("LC"), in connection with the settlement of the five ships lease obligation at the end of 2010. Consequently there is no comparable LC deposit interest earned during 2011. In addition a portion of the decrease can be attributed to the decline in interest rates.

Interest expense: Interest expense decreased by $1.3 million to $6.9 million for the three months ended June 30, 2011 compared to the same period in 2010. This can largely be explained by the settlement of the five ship lease obligation at the end of 2010. A portion of the decrease can also be attributed to the effect of the decrease in interest rates.


 
 

 

Other financial items: Other financial items show a loss of $8.8 million and $11.2 million for the three months ended June 30, 2011 and 2010, respectively. This results principally from:

Net realized and unrealized gains (losses) on interest rate swap agreements: Net realized and unrealized gains (losses) on interest rate swaps increased to a loss of $9.0 million for the three months ended June 30, 2011, from a loss of $8.7 million for the same period in 2010, as set forth in the table below:

   
Three months
ended
June 30
             
(in thousands of USD$)
 
2011
   
2010
   
Change
   
%
Change
       
Unrealized (mark-to-market) losses
  $ (5,665 )   $ (5,369 )   $ 296       5 %
Realized (losses) –interest rate settlements
    (3,373 )     (3,287 )     86       3 %
      (9,038 )     (8,656 )     382       4 %

In April 2011, we entered into new interest rate swap agreements with a notional value of $138.0 million, which accounted for $4.0 million of the loss in the three months ended June 30, 2011. However, we apply hedge accounting for certain of our interest rate swaps. Accordingly, a further $2.9 million and $6.7 million loss which would have otherwise been recognized in earnings in the three months ended June 30, 2011 and 2010, respectively has been accounted for as a change in other comprehensive income.

During the three months ended June 30, 2011 and 2010 a net loss was recognized of $0.1 million and $0.2 million respectively, in earnings relating to the ineffective portion of interest rate swap arrangements.
 
Net foreign exchange gains and loss on retranslation of lease related balances including the Golar Winter lease currency swap mark-to-market gain and losses: Foreign exchange gains and losses arise as a result of the retranslation of our capital lease obligations, the cash deposits securing these obligations and the movement in the fair value of the currency swap used to hedge the Golar Winter lease. We incurred an unrealized net foreign exchange loss of $0.5 million and $1.3 million for the three months ended June 30, 2011 and 2010, respectively. The higher net foreign exchange loss for the three months ended June 30, 2010 is principally due to the difference between the retranslation of the Golar Winter lease and the fair value of the related currency swap.

Income taxes: Income taxes relate primarily to the taxation of our U.K. based vessel operating companies and our Brazilian subsidiary established in connection with our Petrobras long-term charters. The increase of $1.6 million from to a tax benefit for the three months ended June 30, 2011 when compared with a tax expense for the same period in 2010 is attributable to the amortisation of the tax arising on the five ships lease termination.

Net income: As a result of the foregoing, we earned net income of $18.0 million and net loss of $5.5 million for the three months ended June 30, 2011 and 2010, respectively.

Non-controlling interest: Non-controlling interest for the three months ended June 30, 2011 refers to the 40% interest in the Golar Mazo and 35% interest in Golar LNG Partners LP, listed on NASDAQ on April 13, 2011 and trades under the symbol "GMLP". For the three months ended June 30, 2010 the non-controlling interest also represented a 38% interest in Golar LNG Energy Limited, which has now delisted from the Oslo Axess as well as a 40% interest in the Golar Mazo.

LNG trading commodity segment

The Company commenced a new LNG trading business through Golar Commodities Limited, its wholly-owned subsidiary, or Golar Commodities, in the third quarter of 2010. Accordingly, there is no comparative information for this segment for the three months ended June 30, 2010.

   
Three Months Ended
June 30, 2011
 
   
(in thousands, $USD)
Administrative expenses
    2,545  
Depreciation and amortization
    121  
Other operating gains and losses
    (8,681 )
Interest expense
    (118 )
Other financial items
    (234 )
Net loss
    (11,699 )
         

The total loss for Golar Commodities in the second quarter amounts to $11.7 million, of which $2.5 million is included in administrative expenses, $0.5 million in financial expenses and $0.1 million in depreciation. The remaining $8.7 million represents trading losses, inclusive of unrealised mark-to-market valuation losses, as at the end of the quarter. All trades entered into to date have now been delivered.


 
 

 

Six Month Period Ended June 30, 2011 Compared with the Six Month Period Ended June 30, 2010

Vessels operations segment

   
Six Months Ended
June 30,
             
   
2011
   
2010
   
Change
   
%
Change
   
(in thousands, $USD,
except average daily TCE)
 
Operating revenue
    141,455       109,003       32,452       30 %
Vessel operating expenses
    30,224       25,134       5,090       20 %
Voyage expenses
    4,663       20,594       (15,931 )     (77 %)
Administrative expenses
    12,500       7,625       4,875       64 %
Depreciation and amortization
    34,697       31,961       2,736       8 %
Interest income
    762       2,414       (1,652 )     (68 %)
Interest expense
    (14,181 )     (16,037 )     1,856       (12 %)
Other financial items
    (8,782 )     (19,463 )     10,681       (55 %)
Income tax benefit (expense)
    1,612       (900 )     2,512          
Equity in net earnings of investees
    (1,229 )     (724 )     (505 )        
Net income (loss)
    38,094       (9,601 )     47,695          
Non-controlling interest
    (3,746 )     1,139       (4,885 )        
                                 
TCE (1)
    86,742       47,202                  

 
(1)
TCE is a non-GAAP financial measure. See the section of this report entitled "Non-GAAP measures" for a discussion of TCE.

Operating revenues: Total operating revenues increased by $32.4 million to $141.4 million for the six months ended June 30, 2011 compared to the same period in 2010. The increase can primarily be explained by the commencement in May 2010 of the 10 year long-term charter with the Dubai Supply Authority, or DUSUP, for the Golar Freeze following its FSRU retrofitting. In addition, the Company experienced an overall improvement in the charter rates and utilization rates for the Company's vessels trading on the spot market. Accordingly, this resulted in higher average TCEs, for the first half of 2011 of $86,742 compared to $47,202 in 2010.

Voyage expenses: Voyage expenses declined significantly year on year, down $15.9 million to $4.7 million from $20.6 million in 2010. The reduced level of voyage expenses was a result of the Company's vessels being on time charters or in lay up throughout 2011 whereas, due to poor market conditions in the prior year, there were periods of off hire when the Company was liable for fuel costs.

Vessel operating expenses: The increase of $5.1 million in vessel operating expenses to $30.2 million for the first half of 2011 as compared to 2010 is primarily due to increased costs associated with vessels which were operational during the six months ended June 30, 2011 but not in the same period in 2010. In addition there was reactivation costs incurred in relation to mobilization of the Golar Gimi during 2011 but there was no comparable costs in 2010.
 
Administrative expenses: Administrative expenses have increased by $4.9 million to $12.5 million for the six months ended June 30, 2011 compared to the same period in 2010. This is primarily due to higher legal and professional fees resulting from lease terminations and the delisting of Golar LNG Energy Limited from the Oslo Axess as well as social security contributions being higher due to a greater number of shares options exercised during the first half of 2011 as compared to the same period in 2010.

Depreciation and Amortization: Depreciation and amortization is in line with prior periods.

Interest income: Interest income decreased by $1.7 million to $0.8 million for the six months ended June 30, 2011 compared to the same period in 2010. This is due to the decline in lease deposit interest income, resulting principally from the release of the lease security deposit in connection with the settlement of the five ships lease obligation at the end of 2010. Consequently there is no comparable LC deposit interest earned during 2011. In addition a portion of the decrease can be attributed to the decline in interest rates.
 
Interest expense: Interest expense decreased by $1.9 million to $14.2 million for the six months ended June 30, 2011 compared to the same period in 2010. This can largely be explained by the settlement of the five ships lease obligation at the end of 2010. A portion of the decrease can also be attributed to the effect of the decrease in interest rates.


 
 

 

Other financial items: Other Financial items show a loss of $8.8 million and $19.5 million for the six months ended June 30, 2011 and 2010, respectively. This results principally from:

Net realized and unrealized gains (losses) on interest rate swap agreements: Net realized and unrealized gains (losses) on interest rate swaps decreased to a loss of $8.6 million for the six months ended June 30, 2011, from a loss of $14.4 million for the same period in 2010, as set forth in the table below:

   
Six months
ended
June 30
             
(in thousands of $)
 
2011
   
2010
   
Change
   
%
Change
       
Unrealized (mark-to-market) losses
  $ (2,034 )   $ (7,839 )   $ (5,805 )     (74 %)
Realized (losses) –interest rate settlements
    (6,592 )     (6,575 )     17       - %
      (8,626 )     (14,414 )     (5,788 )     (40 %)

 
In April 2011, we entered into new interest rate swap agreements with a notional value of $138.0 million, which accounted for $4.0 million of the loss in the six months ended June 30, 2011. However, we apply hedge accounting for certain of our interest rate swaps. Accordingly, a further $0.4 million gain and $10.2 million loss which would have otherwise been recognized in earnings in the six months ended June 30, 2011 and 2010, respectively has been accounted for as a change in other comprehensive income.

During the six months ended June 30, 2011 and 2010 a net loss was recognized of $0.3 million and $0.2 million respectively, in earnings relating to the ineffective portion of interest rate swap arrangements.

Net foreign exchange gains and loss on retranslation of lease related balances including the Golar Winter lease currency swap mark-to-market gain and losses: Foreign exchange gains and losses arise as a result of the retranslation of our capital lease obligations, the cash deposits securing these obligations and the movement in the fair value of the currency swap used to hedge the Golar Winter lease. We incurred an unrealized net foreign exchange loss of $0.2 million and $2.0 million for the six months ended June 30, 2011 and 2010, respectively. The higher net foreign exchange loss for the six months ended June 30, 2010 is principally due to the difference between the retranslation of the Golar Winter lease and the fair value of the related currency swap.

Income taxes: Income taxes relate primarily to the taxation of our U.K. based vessel operating companies and our Brazilian subsidiary established in connection with our Petrobras long-term charters. The increase of $2.5m to a tax benefit for the six months ended June 30, 2011 when compared with a tax expense for the same period in 2010 is attributable to the amortisation of the tax benefits arising on the five ships lease termination.

Net income: As a result of the foregoing, we earned net income of $38.1 million and net loss of $9.6 million for the six months ended June 30, 2011 and 2010, respectively.
 
Non-controlling interest: Non-controlling interest for the six months ended June 30, 2011 refers to the 40% interest in the Golar Mazo and 35% interest in Golar LNG Partners LP. For the six months ended June 30, 2010 the non-controlling interest represented a 38% interest in Golar LNG Energy Limited, which has now delisted from the Oslo Axess as well as a 40% interest in the Golar Mazo.

 
 

 


LNG trading commodity segment

The Company commenced a new LNG trading business through Golar Commodities Limited, its wholly-owned subsidiary, or Golar Commodities, in the third quarter of 2010. Accordingly, there is no comparative information for this segment for the six months ended June 30, 2010.

   
Six Months Ended
June 30, 2011
   
(in thousands, $ USD)
Administrative expenses
    5,121  
Depreciation and amortization
    228  
Other operating gains and losses
    (12,267 )
Net interest expense
    (116 )
Other financial items
    (242 )
Net loss
    (17,974 )
         
 
The total loss for Golar Commodities for the six months ended June 30, 2011 amounts to $18.0 million, of which $5.1 million is included in administrative expenses, $0.5 million in financial expenses and $0.2 million in depreciation. The remaining $12.3 million represents trading losses, inclusive of unrealised mark-to-market valuation losses, as at the end of the half year. All trades entered into to date have now been delivered.

Liquidity and Capital Resources

Liquidity and Cash Needs

Cash flow

Net cash generated from operating activities increased by $21.3 million to $26.1 million for the six months ended June 30, 2011 compared to $4.8 million for the same period in 2010. This was principally a result of the Golar Freeze earning a fully quarter's revenue operating as a FSRU in 2011, compared to the same period in 2010, when the vessel was still in the shipyard undergoing its FSRU conversion. In addition, the Company experienced an overall improvement in the charter rates and utilisation rates for the Company's vessels trading on the spot market resulting in the increase in net cash generated from operating activities.

Net cash used in investing activities was $172.1 million for the six months ended June 30, 2011, compared to $22.9 million for the same period in 2010. The increase of $149.2 million in the first half of 2011 was principally due to new build and vessel additions.

Net cash provided by financing activities was $130.2 million for the six months ended June 30, 2011, compared to $31.2 million for the same period in 2010. The increase of $99.0 million in the first half of 2011 was principally due to net proceeds received from the disposal of equity in Golar Partners and proceeds received from the exercise of share options offset by higher cash dividend payment and the acquisition of non-controlling interest in Golar Energy resulting in the delisting from the Oslo Axess.

Recent Developments

Dividends
The Board has decided to increase the quarterly dividend for the three months ended June 30, 2011 to $0.275 per share. The increase is a reflection of the solid improvement in the LNG shipping market over the last nine months. The Board has also taken account of the Company's large capital obligations when evaluating this increase in dividend. The record date for the dividend is September 13, 2011, ex-dividend date is September 9, 2011 and the dividend will be paid on or about September 27, 2011.

Acquisition of Golar LNG Energy ("Golar Energy")
As previously announced, the company increased its ownership of Golar Energy during the quarter from 61.1% to 99.6%. On June 3, 2011 a compulsory offer was made to acquire the remaining 0.4% resulting in the delisting of Golar Energy from Oslo Axess on July 4, 2011. Of the 92,333,112 Golar Energy shares acquired 70,315,792, were exchanged for newly issued Golar LNG shares where the seller received one newly-issued Golar LNG share for every 6.06 Golar Energy shares, increasing the Company's share capital by 11,603,253. The new Golar LNG shares were effectively issued for $30.30 per share and the total amount of new equity was correspondingly $352 million.  The remaining Golar Energy shares were acquired at a price of approximately $5 per share.


 
 

 

Golar LNG Partners LP ("Golar Partners")
As previously announced, in April 2011, the Company completed a public offering of 13.8 million common units (including 1.8 million units issued in respect of an over-allotment option) of its subsidiary, Golar Partners, which is listed on the NASDAQ stock exchange under the symbol "GMLP". As a result of the offering the Company's ownership of Golar Partners was reduced to approximately 65%. Golar Partners owns and operates a fleet of two LNG carriers and two FSRUs each under long-term charters. The 13.8 million units were priced at $22.50 per unit resulting in gross proceeds of $310.5 million. As part of the transaction the Company has agreed to offer to Golar Partners the right to acquire all its LNG carrier and FSRU assets that in the future obtain contracts of greater than 5 years. The Company expects to sell Golar Freeze and Khannur (both FSRU's with long-term contracts) to Golar Partners during 2011 and 2012 respectively as well as others assets as new long-term contracts are secured. Golar LNG owns as of August 17, 2011 26,074,577 Golar LNG Partners units which is unchanged from the initial public offering. The value of these shares as of August 16, 2011 was $674 million.

Newbuilding
As previously announced, the Company has entered into firm contracts to build six 160,000 m3 LNG carriers with Samsung Heavy Industries Co Ltd. Four vessels are to be delivered in 2013 and two in early 2014. The Company is also announcing that it has now added to its newbuilding programme with orders for two further LNG 160,000 m3 carriers and a 170,000 m3 FSRU, withal from Samsung. The LNG carriers will be delivered in 2014 and the FSRU in September of 2013. Proceeds from the Golar LNG Partners IPO and expected sale of Golar Freeze and Khannur to that entity will go towards financing the Company's newbuilding programme. The vessels contracting prices are seen as favourable in the current market. The total cost of all nine newbuildings amounts to approximately $1.8 billion. In line with the Company's other recently ordered vessels, these newbuilding contracts have been acquired from a Company affiliated to Golar's main shareholder, World Shipholding, based on the original contract price.

Financing
The payments of the newbuilding program are significantly back ended. The Board anticipates that a combination of new long-term charters and long–term debt financing combined with likely drop downs (being the sale of the vessels) to Golar LNG Partners will minimise the need for new equity for the newbuilding program..

In April 2011, the Company entered into a new $80 million revolving credit facility with a company related to its major shareholder, World Shipholding. This facility is now fully drawn and is scheduled to be repaid within the next 18 months.

Shares and options
In line with the share swap noted above for Golar Energy, 897,360 Golar LNG options were issued in the quarter. One Golar LNG option was issued for 6.06 Golar Energy option held by directors and employees at a strike price calculated to give the same intrinsic value to holders. Also during the quarter a total of 145,778 Golar LNG options were exercised. In connection with this, the Company issued 145,778 new shares. As at June 30, 2011, the total number of remaining Golar LNG options is 1,151,582 and the total number of shares outstanding in Golar excluding options is 79,947,731.

Gimi
The Gimi, which was previously in lay-up, commenced its re-activation in June and is expected to become available for chartering towards the end of August. The vessel is going through an extensive refitting program and is expected to be available for chartering by the beginning of September. The expenditure on the vessel has increased to $20 million. Part of this increase is related to increasing the longevity of the vessel and its ability to perform under long-term charters. The Company is currently in specific discussions with regard to both short and long-term employment for the vessel and is hopeful that a conclusion can be reached shortly.

The Board has observed a modest increase in operating and administrative expenses. Part of this has been linked to the set up of Golar Commodities and Golar Partners.

Risk Factors
The principal risks and uncertainties facing the Company are described in the Risk Factors section of the Annual Report and Form 20-F for the year ended December 31, 2010.  There are no material changes in those Risk Factors.

 
 

 


NON-GAAP measures

Time Charter Equivalent

The average time charter equivalent, or TCE, rate of our fleet is a measure of the average daily revenue performance of a vessel.  For time charters, this is calculated by dividing total operating revenues, less any voyage expenses, by the number of calendar days minus days for scheduled off-hire.  Under a time charter, the charterer pays substantially all of the vessel voyage related expenses.  However, we may incur voyage related expenses when positioning or repositioning vessels before or after the period of a time charter, during periods of commercial waiting time or while off-hire during drydocking.  TCE rate is a standard shipping industry performance measure used primarily to compare period-to-period changes in an entity'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-GAAP measure, as we believe it provides additional meaningful information in conjunction with total operating revenues, the most directly comparable 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 TCE may not be comparable to that reported by other entities. The following table reconciles our total operating revenues to average daily TCE.
 
 
(in thousands of $USD except number of days and
average daily TCE)
 
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2011
   
2010
   
2011
       
2010
 
                             
Total operating revenues
   
73,968
     
55,668
     
141,455
         
109,003
 
Voyage expenses
   
(819)
     
(10,002)
     
(4,663)
         
(20,594)
 
     
73,149
     
45,666
     
136,792
         
88,409
 
Calendar days less scheduled off-hire days
   
798
     
964
     
1,577
         
1,873
 
Average daily TCE
   
91,666
     
47,332
     
86,742
         
47,202
 


 
 

 


Golar LNG Limited

SECOND QUARTER CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

INCOME STATEMENT
 
2011
   
2011
   
2010
   
2010
   
2010
 
(in thousands of $)
 
Apr-Jun
   
Jan-Jun
   
Apr-Jun
   
Jan-Jun
   
Jan-Dec
 
 
unaudited
   
unaudited
   
unaudited
   
unaudited
   
audited
 
                               
                               
Operating revenues
    73,968       141,455       55,668       109,003       244,045  
                                         
Vessel operating expenses
    16,224       30,224       12,089       25,134       52,910  
Voyage and charterhire expenses
    819       4,663       10,002       20,594       32,311  
Administrative expenses
    9,364       17,621       4,380       7,625       22,832  
Depreciation and amortization
    17,570       34,925       16,158       31,961       65,076  
Impairment of long-term assets
    -       -       -       -       4,500  
Total operating expenses
    43,977       87,433       42,629       85,314       177,629  
                                         
Other operating gains and losses
    (8,681 )     (12,267 )     -       -       (6,230 )
                                         
Operating income
    21,310       41,755       13,039       23,689       60,186  
                                         
Gain on sale of available-for-sale-securities
    -       541       658       1,420       4,196  
                                         
Financial income (expenses)
                                       
Interest income
    324       764       983       2,414       4,290  
Interest expense
    (6,991 )     (14,299 )     (8,203 )     (16,037 )     (32,654 )
Other financial items
    (8,988 )     (9,024 )     (11,247 )     (19,463 )     (38,597 )
Net financial expenses
    (15,655 )     (22,559 )     (18,467 )     (33,086 )     (66,961 )
                                         
Income (loss) before taxes, equity in net earnings of associates and non-controlling interests
    5,655       19,737       (4,770 )     (7,977 )     (2,579 )
Taxes
    1,189       1,612       (449 )     (900 )     (1,427 )
Equity in net earnings of investees
    (540 )     (1,229 )     (323 )     (724 )     (1,435 )
Net income (loss)
    6,304       20,120       (5,542 )     (9,601 )     (5,441 )
Net (income) loss attributable to non-controlling interests
    (6,925 )     (4,393 )     (168 )     1,139       5,825  
Net (loss) income attributable to Golar LNG Ltd
    (621 )     15,727       (5,710 )     (8,462 )     384  
                                         
Basic & diluted earnings (loss) per share ($)
  $ (0.01   $ 0.22     $ (0.09   $ (0.13 )   $ 0.01  

The accompanying notes are an integral part of these condensed consolidated financial statements.


 
 

 

Golar LNG Limited

SECOND QUARTER CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

Statement of Comprehensive Income
 
2011
   
2011
   
2010
   
2010
   
2010
 
(in thousands of $)
 
Apr-Jun
   
Jan-Jun
   
Apr-Jun
   
Jan-Jun
   
Jan - Dec
 
 
unaudited
   
unaudited
   
unaudited
   
unaudited
   
audited
 
                               
                               
Net income (loss)
    6,304       20,120       (5,542 )     (9,601 )     (5,441 )
                                         
Other comprehensive (loss) income:
                                       
Losses associated with pensions
    -       -       -       -       (95 )
Unrealized losses on marketable securities
    -       -       (2,438 )     (9,955 )     (9,942 )
Unrealized net (loss)/gain on qualifying cash flow hedging instruments
    (2,858 )     400       (6,729 )     (10,157 )     (8,578 )
Other comprehensive (loss) income
    (2,858 )     400       (9,167 )     (20,112 )     (18,615 )
Comprehensive (loss) income
    3,446       20,520       (14,709 )     (29,713 )     (24,056 )
                                         
                                         
Comprehensive (loss) income attributable to:
                                       
                                         
Stockholders of Golar LNG Limited
    (3,258 )     15,887       (12,694 )     (24,760 )     (14,108 )
Non-controlling interest
    6,704       4,813       (2,015 )     (4,953 )     (9,948 )
      3,446       20,520       (14,709 )     (29,713 )     (24,056 )

The accompanying notes are an integral part of these condensed consolidated financial statements.



 
 

 


Golar LNG Limited

SECOND QUARTER CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)


BALANCE SHEET
                 
(in thousands of $)
 
2011
Jun-30
   
2010
Jun-30
   
2010
Dec-31
 
   
unaudited
   
unaudited
   
audited
 
                   
                   
ASSETS
                 
Short-term
                 
Cash and cash equivalents
    148,897       135,360       164,717  
Restricted cash and short-term investments
    34,291       43,162       21,815  
Inventory
    44,037       6,378       5,664  
Other current assets
    38,370       11,436       11,914  
Amounts due from related parties
    174       518       222  
Long-term
                       
Restricted cash
    191,861       530,451       186,041  
Equity in net assets of non-consolidated investees
    19,270       20,648       20,276  
Vessels and equipment, net
    1,649,656       1,635,178       1,618,803  
Newbuildings
    117,322       -       -  
Other long-term assets
    33,639       42,865       48,320  
Total assets
    2,277,517       2,425,996       2,077,772  
                         
LIABILITIES AND STOCKHOLDERS' EQUITY
                       
Short-term
                       
Short-term debt
    23,600       -       -  
Current portion of long-term debt
    63,019       101,893       105,629  
Current portion of capital lease obligations
    5,949       19,317       5,766  
Other current liabilities
    202,805       132,932       135,323  
Amounts due to related parties
    305       431       438  
Long-term
                       
Long-term debt
    694,722       732,750       691,549  
Long-term capital lease obligations
    410,951       748,188       406,109  
Other long-term liabilities
    113,107       74,827       133,636  
Equity
                       
Non-controlling interest
    168,610       156,061       188,734  
Stockholders' equity
    594,449       459,597       410,588  
                         
Total liabilities and stockholders' equity
    2,277,517       2,425,996       2,077,772  

The accompanying notes are an integral part of these condensed consolidated financial statements.

 
 

 



 
Golar LNG Limited
 
SECOND QUARTER CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)

STATEMENT OF CASH FLOWS
 
2011
   
2011
   
2010
   
2010
   
2010
 
(in thousands of $)
 
Apr-Jun
   
Jan-Jun
   
Apr-Jun
   
Jan-Jun
   
Jan-Dec
 
   
unaudited
   
unaudited
   
unaudited
   
unaudited
   
audited
 
                               
                               
OPERATING ACTIVITIES
                             
Net  income (loss)
    6,304       20,120       (5,542 )     (9,601 )     (5,441 )
Adjustments to reconcile net income (loss) to net cash
                                       
provided by operating activities:
                                       
Depreciation and amortization
    17,570       34,925       16,158       31,961       65,076  
Amortization of deferred tax benefits on intragroup transfer
    (1,814 )     (3,059 )     -       -       -  
Amortization of deferred charges
    365       758       666       990       1,494  
Loss on termination of financing arrangements
    -       -       -       -       7,777  
Undistributed net earnings of non-consolidated investee
    540       1,229       323       724       1,435  
Drydocking expenditure
    (6,934 )     (9,657 )     (6,531 )     (7,326 )     (7,369 )
Stock-based compensation
    251       666       441       893       1,869  
Gain on available-for-sale-securities
    -       (541 )     (658 )     (1,420 )     (4,196 )
Change in market value of  derivatives
    (2,416 )     (10,712 )     -       -       -  
Trade accounts receivable
    (28,214 )     (26,988 )     1,355       830       (2,010 )
Inventories
    (10,113 )     (38,347 )     2,012       452       1,166  
Prepaid expenses, accrued income and other assets
    9,548       (2,876 )     727       (4,686 )     (17,629 )
Amount due from/to related companies
    (268 )     (85 )     72       410       713  
Trade accounts payable
    10,912       40,837       (11,546 )     (16,063 )     (7,221 )
Accrued expenses
    9,253       22,133       (1,079 )     (1,824 )     409  
Interest element included in capital lease obligations
    165       376       212       487       762  
Unrealised foreign exchange loss/(gain)
    268       5,357       (1,731 )     (9,648 )     (5,180 )
Impairment of long-term assets
    -       -       -       -       4,500  
Change in operating assets and liabilities/other liabilities
    (3,662 )     (8,081 )     9,012       18,601       15,555  
Net cash provided by operating activities
    1,755       26,055       3,891       4,780       51,710  

The accompanying notes are an integral part of these condensed consolidated financial statements.


 
 

 


Golar LNG Limited

SECOND QUARTER CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)

STATEMENT OF CASH FLOWS (continued)
 
2011
   
2011
   
2010
   
2010
   
2010
 
(in thousands of $)
 
Apr-Jun
   
Jan-Jun
   
Apr-Jun
   
Jan-Jun
   
Jan-Dec
 
   
unaudited
   
unaudited
   
unaudited
   
unaudited
   
audited
 
                               
                               
INVESTING ACTIVITIES
                             
Additions to vessels and equipment
    (26,341 )     (41,230 )     (9,544 )     (27,344 )     (33,927 )
Additions to newbuildings
    (117,322 )     (117,322 )     -       -       -  
Additions to unlisted investments
    (92 )     (222 )     -       -       (469 )
Net proceeds from sale of non-controlling investee
    -       -       1,398       2,713       2,713  
Proceeds from disposal of marketable securities
    -       901       -       -       4,998  
Restricted cash and short-term investments
    (7,901 )     (14,215 )     5,269       1,754       391,421  
Net cash provided by (used in) investing activities
    (151,656 )     (172,088 )     (2,877 )     (22,877 )     364,736  
                                         
FINANCING ACTIVITIES
                                       
Proceeds from short-term debt
    23,600       23,600       -       -       -  
Proceeds from long-term debt
    35,120       35,123       125,000       125,000       125,000  
Repayments of long-term capital lease obligation
    (1,625 )     (3,039 )     (5,540 )     (7,425 )     (354,881 )
Repayments of long-term debt
    (51,277 )     (74,558 )     (59,058 )     (72,583 )     (110,037 )
Cash dividends paid
    (19,890 )     (40,314 )     (8,176 )     (13,190 )     (45,761 )
Acquisition of non-controlling interest
    (107,775 )     (107,775 )     -       -       (15,741 )
Non-controlling interest dividend
    -       (1,000 )     -       (520 )     (3,120 )
Proceeds from exercise of options (including disposal of treasury shares)
    4,159       10,381       -       -       2,985  
Net proceeds from the disposal of equity in subsidiary
    287,795       287,795       -       -       -  
Proceeds from issuance of equity in subsidiaries to non-controlling interests
    -       -       -       (56 )     5,549  
Proceeds from issuance of equity
    -       -       -       -       3,304  
Payments arising from exercise of warrants
    -       -       -       -       18,742  
Net cash provided by (used in) financing activities
    170,107       130,213       52,226       31,226       (373,960 )
                                         
Net increase/(decrease)  in cash and cash equivalents
    20,206       (15,820     53,240       13,129       42,486  
Cash and cash equivalents at beginning of period
    128,691       164,717       82,120       122,231       122,231  
Cash and cash equivalents at end of period
    148,897       148,897       135,360       135,360       164,717  

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 
 

 
 
 
 
Golar LNG Limited
 
SECOND QUARTER CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
 
STATEMENT OF CHANGES IN EQUITY
(in thousands of $)
 
Share Capital
   
Treasury Shares
   
Additional Paid in Capital
   
Contributed Surplus
   
Accumulated Other Comprehensive 
loss
   
Accumulated Retained Earnings
   
Total
before
Non- Controlling Interest
   
Non- Controlling Interest
   
Total Stockholders Equity
 
Balance at December 31, 2010
    67,808       (2,280 )     100,285       200,000       (33,311 )     78,086       410,588       188,734       599,322  
                                                                         
Net income
    -       -       -       -       -       15,727       15,727       4,393       20,120  
Cash dividends
    -       -       -       -       -       (40,315 )     (40,315 )     -       (40,315 )
Grant of share options
    -       -       666       -       -       -       666       -       666  
Non-controlling interest dividend
    -       -       -       -       -       -       -       (1,000 )     (1,000 )
Disposal of treasury shares
    -       2,280       -       -       -       -       2,280       -       2,280  
Incorporation costs write back
    -       -       40       -       -       -       40       -       40  
Exercise of share options
    537       -       7,471       -       -       (2,641 )     5,367       669       6,036  
Acquisition of shares in non-controlling interest¹
    11,603       -       4,113       -       1,378       -       17,094       (129,380 )     (112,286 )
Creation of non-controlling interest²
    -       -       183,022       -       -       -       183,022       104,773       287,795  
Other comprehensive (loss) income
    -       -       -       -       (20 )     -       (20 )     421       401  
Balance at June 30, 2011
    79,948       -       295,597       200,000       (31,953 )     50,857       594,449       168,610       763,059  

  
The accompanying notes are an integral part of these condensed consolidated financial statements.

Footnote:

 
1.
In connection with the acquisition of the Golar Energy shares the company increased its ownership of Golar Energy during the quarter from 61.1% to 99.6%. On June 3, 2011 a compulsory offer was made to acquire the remaining 0.4% resulting in the delisting of Golar Energy from Oslo Axess on July 4, 2011. Of the 92,333,112 Golar Energy shares acquired 70,315,792 were exchanged for newly issued Golar LNG shares where the seller received one newly-issued Golar LNG share for every 6.06 Golar Energy shares, increasing the Company's share capital by 11,603,253 and additional paid in capital ("APIC") by $340.0 million. The new Golar LNG shares were effectively issued for $30.30 per share.  The remaining Golar Energy shares were acquired at a price of approximately $5 per share. As a result of these transactions non-controlling interest of $129.4 million was eliminated and the difference between the NCI and consideration paid was recognised as a reduction in APIC of $335.9 million.

 
2.
In April 2011, the Company completed a public offering of 13.8 million common units (including 1.8 million units issued in respect of an over-allotment option) of its subsidiary, Golar LNG Partners LP (Golar Partners), which is listed on the NASDAQ stock exchange under the symbol "GMLP". As a result of the offering the Company's ownership of Golar Partners was reduced to approximately 65%. The 13.8 million units were priced at $22.50 per unit resulting in gross proceeds of $310.5 million (net proceeds of $287.8 million).


 
 

 

Golar LNG Limited
Notes to Condensed Consolidated Interim Financial Statements

1.           GENERAL

Golar LNG Limited (the "Company" or "Golar") was incorporated in Hamilton, Bermuda on May 10, 2001 for the purpose of acquiring the liquefied natural gas ("LNG") shipping interests of Osprey Maritime Limited, which was owned by World Shipholding Limited ("World Shipholding"), a company indirectly controlled by Trusts established by John Fredriksen for the benefit of his immediate family. Mr. Fredriksen is a Director, the Chairman and President of Golar. As of June 30, 2011, World Shipholding owned 46.05% (December 31, 2010: 45.75%) of Golar.

2.           ACCOUNTING POLICIES

Basis of accounting
 
The condensed consolidated interim financial statements are prepared in accordance with accounting principles generally accepted in the United States. The condensed consolidated interim financial statements do not include all of the disclosures required in the annual consolidated financial statements, and should be read in conjunction with the Company's annual financial statements for the year December 31, 2010.

As explained in further detail in the Company's 2010 annual financial statements, certain amounts reported in prior periods have been reclassified to be consistent with the current quarters and years presentation. In the opinion of management these condensed consolidated interim financials include all adjustments, of a normal recurring nature, necessary for a fair statement.

Significant accounting policies
The accounting policies adopted in the preparation of the condensed consolidated interim financial statements are consistent with those followed in the preparation of the Company's annual consolidated financial statements for the year ended December 31, 2010.

3.           RECENTLY ISSUED ACCOUNTING STANDARDS

In January 2010, the Financial Accounting Standards Board ("FASB") issued authoritative guidance that changes the disclosure requirements for fair value measurements using significant unobservable inputs (Level 3). The updated guidance requires that Level 3 disclosures present information about purchases, sales, issuances and settlements on a gross basis.  The disclosure requirements for the treatment of purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.  The Company adopted the guidance in the first quarter of 2011, which did not have a material impact on the Company's consolidated financial statements.

In December 2010, the FASB amended guidance on business combinations which requires a public entity to disclose pro forma information for business combinations that occurred in the current reporting period.  The disclosures include pro forma revenue and earnings of the combined entity for the current reporting period as though the acquisition date for all business combinations that occurred during the year had been as of the beginning of the annual reporting period, and when comparative financial statements are presented, the pro forma revenue and earnings of the combined entity for the comparable prior reporting period should be reported as though the acquisition date for all business combinations that occurred during the current year had been as of the beginning of the comparable prior annual reporting period.  The guidance was effective for annual reporting periods beginning on or after December 15, 2010. The adoption of this guidance did not have a material impact on the Company's consolidated financial position, results of operations or cash flows.

In April 2011, the FASB issued authoritative guidance to clarify when a modification or restructuring of a receivable constitutes a troubled debt restructuring. In evaluating whether such a modification or restructuring constitutes a troubled debt restructuring, a creditor must separately conclude that two conditions exist: (1) the modification or restructuring constitutes a concession and (2) the debtor is experiencing financial difficulties. The guidance will be effective for our interim and annual reporting periods beginning after June 15, 2011. The adoption of this newly issued guidance is not expected to have a material impact on the Company's consolidated financial statements.

In May 2011, the FASB amended existing guidance to achieve consistent fair value measurements and to clarify certain disclosure requirements for fair value measurements. The new guidance includes clarification about when the concept of highest and best use is applicable to fair value measurements, requires quantitative disclosures about inputs used and qualitative disclosures about the sensitivity of fair value measurements using unobservable inputs (Level 3 in the fair value hierarchy), and requires the classification of all assets and liabilities measured at fair value in the fair value hierarchy (including those assets and liabilities which are not recorded at fair value but for which fair value is disclosed). The guidance will be effective for our interim and annual reporting periods beginning after December 15, 2011. We are evaluating the impact of the adoption of this newly issued guidance but does not expect it to have a material impact on its consolidated financial statements.

In June 2011, the FASB amended guidance on the presentation of comprehensive income in financial statements.  The new guidance allows entities to present components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate but consecutive statements, and removes the current option to report other comprehensive income and its components in the statement of changes in equity.  Under the two-statement approach, an entity is required to present components of net income and total net income in the statement of net income.  The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income.  The amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company's evaluating the impact of the adoption of this guidance but does not expect it to have a material impact on its consolidated financial statements.

 
 

 


4.           EARNINGS PER SHARE

Basic earnings per share are calculated with reference to the weighted average number of common shares outstanding during the period.  Treasury shares are not included in the calculation.  The computation of diluted EPS for the six and three month periods ended June 30, 2011 and 2010 respectively, assumes the conversion of potentially dilutive instruments.

The components of the numerator for the calculation of basic and diluted EPS are as follows:
 
   
Three months
ended June 30,
   
Six months
ended June 30,
(in thousands of $)
 
2011
   
2010
   
2011
   
         2010
Net (loss) income attributable to Golar LNG Ltd available to stockholders – basic and diluted
    (621 )     (5,710 )     15,727       (8,462 )
      (621 )     (5,710 )     15,727       (8,462 )

 The components of the denominator for the calculation of basic and diluted EPS are as follows:
 
(in thousands of $)
Basic earnings per share:
                       
Weighted average number of shares
    75,934       67,577       71,871       67,577  
Weighted average number of treasury shares
    -       (450 )     (23 )     (450 )
Weighted average number of common shares outstanding
    75,934       67,127       71,848       67,127  
                                 
Diluted earnings per share:
                               
Weighted average number of common shares outstanding
    75,934       67,127       71,848       67,127  
Effect of dilutive share options
    -       -       236       -  
Common stock and common stock equivalents
    75,934       67,127       72,084       67,127  
 
(Loss) earnings per share are as follows:
 
   
Three months
ended June 30,
   
Six months
ended June 30,
   
2011
   
2010
   
2011
   
2010
Basic and Diluted
  $ (0.01 )   $ (0.09 )   $ 0.22     $ (0.13 )
 
For the three month periods ended June 30, 2011 and June 30, 2010 and the six month period ended June 30, 2010, stock options representing rights to acquire common stock were excluded from the calculation of diluted loss or earnings per share because the effect was antidilutive.  Stock options are antidilutive when the exercise price of the stock option is greater than the average market price of the common stock or when the results from operations are a net loss.

5.           SEGMENTAL INFORMATION

The Company provides vessel operations on charters, including time charters and spot rentals, and trades in physical and future LNG contracts. Golar's reportable segments consist of the primary services it provides. Although Golar's segments are generally influenced by the same economic factors, each represents a distinct product in the LNG industry. There have not been any intersegment sales during the periods presented. Segment results are evaluated based on operating income. The accounting principles for the segments are the same as for the Company's consolidated financial statements.

The business is split into two segments based on differences in management structure and reporting, economic characteristics, customer base, asset class and contract structure. The Company operates in the following two segments:

 
·
Vessel Operations – The Company owns or leases, and subsequently charters out LNG vessels and FSRUs for fixed terms to customers.
 
·
LNG Trading – Provides physical and financial risk management in LNG and gas markets for its customers around the world. Activities include structured services to outside customers, arbitrage service as well as proprietary trading

Prior to the creation of the LNG trading business in September 2010, the Company had not presented segmental information as it considered it operated in one reportable segment, the LNG vessel market. The LNG trading operations meets the definition of an operating segment as the business is a financial trading business and its financial results are reported directly to the chief operating decision maker.


 
 

 

The LNG trading segment is a distinguishable component of the Company from which it earns revenues and incurs expenses and whose operating results are regularly reviewed by the chief operating decision maker, and which is subject to risks and rewards different from the vessel operations segment.

 
   
Three months ended
June 30, 2011
   
Six months ended
June 30, 2011
 
   
Vessel
operations
   
LNG
Trading
   
Total
   
Vessel
operations
   
LNG
Trading
   
Total
 
Revenue from external customers
    73,968       -       73,968       141,455       -       141,455  
                                                 
Vessel and voyage operating expenses
    (17,043 )     -       (17,043 )     (34,887 )     -       (34,887 )
Administrative expenses
    (6,819 )     (2,545 )     (9,364 )     (12,500 )     (5,121 )     (17,621 )
Depreciation and amortization
    (17,449 )     (121 )     (17,570 )     (34,697 )     (228 )     (34,925 )
                                                 
Other operating gains and losses
    -       (8,681 )     (8,681 )     -       (12,267 )     (12,267 )
                                                 
Operating income (loss)
    32,657       (11,347 )     21,310       59,371       (17,616 )     41,755  
                                                 
Gain on sale of available-for-sale securities
    -       -       -       541       -       541  
Net financial expenses
    (15,303 )     (352 )     (15,655 )     (22,201 )     (358 )     (22,559 )
Income taxes
    1,189       -       1,189       1,612       -       1,612  
Equity in net losses of investees
    (540 )     -       (540 )     (1,229 )     -       (1,229 )
                                                 
Net income (loss)
    18,003       (11,699 )     6,304       38,094       (17,974 )     20,120  
Non-controlling interests
    (6,925 )     -       (6,925 )     (4,393 )     -       (4,393 )
Net income attributable to Golar LNG Ltd
    11,078       (11,699 )     (621 )     33,701       (17,974 )     15,727  
                                                 
                                                 
Total assets
    2,139,952       87,565¹       2,227,517       2,139,952       87,565¹       2,227,517  
                                                 
 
¹ LNG trading segment total assets include inventory of $36.0 million (December 2010: $nil) and a $32.3 million (December 2010: $nil) receivable which is shown in other current assets on the face of the balance sheet.

Revenues from external customers

The vast majority of the Company's Vessel Operations under time charters and in particular with three charterers, Petrobras, Dubai Supply Authority and Pertamina. Petrobras is a Brazilian energy company. Dubai Supply Authority, or DUSUP is a government entity which is the sole supplier of natural gas to the Emirate. Pertamina is the state-owned oil and gas company of Indonesia.  In time charters, the charterer, not the Company, controls the choice of which routes the Company's vessels serve.  These routes can be worldwide.  Accordingly, the Company's management, including the chief operating decision maker, does not evaluate the Company's performance either according to customer or geographical region.

For the three and six months period ended June 30, 2011 and 2010, revenues from the following customers accounted for over 10% of the Company's consolidated revenues:

(in thousands of $)
 
Three months
ended
June 30, 2011
   
Three months
ended
June 30, 2010
   
Six months
ended
June 30, 2011
   
Six months
ended
June 30, 2010
 
Petrobras
    23,611       32 %     22,457       40 %     46,010       33 %     44,997       41 %
DUSUP
    11,364       15 %     6,246       17 %     23,144       16 %     -       -  
Pertamina
    9,704       13 %     9,326       11 %     18,896       13 %     18,415       17 %
BG Group Plc
    6,203       8 %     5,829       10 %     12,411       9 %     12,423       11 %


 
 

 


6.           DEBT

As of June 30, 2011 and December 31, 2010, the Company had total debt outstanding of $781.3 million and $797.2 million, respectively.

The Company's capital lease obligations as at June 30, 2011, and December 31, 2010, were $416.9 million and $411.9 million, respectively.

In April 2011, the Company entered into a new $80 million revolving credit facility with a company related to its major shareholder, World Shipholding. See note 8 for details.

In April 2011, the Company drew down an initial amount of $3.6 million with BNP Paribas and further $20.0 million in May 2011. The facility bears fixed rate of interest of 1.76% and 1.77% respectively. The entire loan was repaid in July 2011.

7.           FINANCIAL INSTRUMENTS

Interest rate risk management
In certain situations, the Company may enter into financial instruments to reduce the risk associated with fluctuations in interest rates.  The Company has entered into swaps that convert floating rate interest obligations to fixed rates, which from an economic perspective hedge the interest rate exposure.  The Company does 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 the Company does not anticipate non-performance by any of its counterparties.

The Company manages its debt and capital lease portfolio with interest rate swap agreements in U.S. dollars to achieve an overall desired position of fixed and floating interest rates.  Effective October 1, 2008, the Company commenced hedge accounting for certain of its interest rate swap arrangements designated as cash flow hedges.  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 in the same period as the hedged items affect earnings.

Foreign currency risk
 
The majority of the vessels' gross earnings are receivable in U.S. dollars.  The majority of the Company's transactions, assets and liabilities are denominated in U.S. dollars, the functional currency of the Company.  However, the Company incurs expenditure in other currencies.  Certain capital lease obligations and related restricted cash deposits of the Company are denominated in British Pounds.  There is a risk that currency fluctuations will have a negative effect on the value of the Company's cash flows

In addition, to limit the Company's exposure to foreign currency fluctuations from its obligations under its various FSRU conversion projects the Company enters into foreign currency forward contracts. The Company has not designated its foreign currency forward contracts as cash flow hedges for accounting purposes.

Fair values
The Company recognizes its fair value estimates using a fair value hierarchy based on the inputs used to measure fair value. The fair value of hierarchy has three levels on reliability of inputs used to determine fair value as follows:

Level 1: Quoted market prices in active markets for identical assets and liabilities.
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.

The carrying value and estimated fair value of the Company's financial instruments at June 30, 2011 and December 31, 2010 are as follows:
 

 
 

 

 
Fair value
 
June 30, 2011
   
December 31, 2010
 
 
(in thousands of $)
Hierarchy
 
Carrying
Value
   
Fair
value
   
Carrying
Value
   
Fair
Value
 
Non-Derivatives:
                         
Cash and cash equivalents
Level 1
    148,897       148,987       164,717       164,717  
Restricted cash and
short-term investments
 
Level 1
     226,152        226,152        207,856        207,856  
Long-term unlisted investments (1)
      7,347       N/a       7,347       N/a  
Long-term debt – fixed (1)
      -       -       10,000       10,000  
Long-term debt – floating (1)
      757,741       757,741       787,078       787,078  
Short-term debt (1)
      23,600       23,600       -       -  
Obligations under capital leases (1)
      416,900       416,900       411,875       411,875  
                                   
Derivatives:
                                 
Commodity contracts asset (2)
Level 2
    -       -       111       111  
Commodity contracts liability (2), (3)
Level 3
    514       514       -       -  
Interest rate swaps liability (2)
Level 2
    51,686       51,686       50,051       50,051  
Foreign currency swaps liability (2)
Level 2
    20,681       20,681       26,205       26,205  
 
(1)
The fair value hierarchy is only applicable to each financial instrument on the consolidated balance sheets that are recorded at fair value on a recurring basis.
 
(2)
Derivative liability is captured within other current liabilities and derivative asset is captured within long-term assets on the balance sheet.
 
(3)
Level 3 Roll forward – Commodity trading:
 
   
(in thousands of $)
 
Opening balance – January 1, 2011
    -  
Total gains or losses for the period
       
Included in earnings (or changes in net assets)
    (9,394 )
Purchases, issue, sales and settlements
       
Purchases
    (51,022 )
Sales
    60,930  
Closing balance – June 30, 2011
    514  

The carrying value of cash and cash equivalents, which are highly liquid, is a reasonable estimate of fair value.

The estimated fair value for restricted cash and short-term investments is considered to be equal to the carrying value since they are placed for periods of less than six months.  The estimated fair value for long-term restricted cash is considered to be equal to the carrying value since it bears variable interest rates, which are reset on a quarterly basis.

As at June 30, 2011, the Company did not identify any events or changes in circumstances that would indicate the carrying value of its unlisted investment in OLT–O were not recoverable.  Accordingly, the Company did not estimate the fair value of this investment as at June 30, 2011.

The estimated fair value for floating long-term debt is considered to be equal to the carrying value since it bears variable interest rates, which are reset on a quarterly or six monthly basis.

The estimated fair value for short-term debt is considered to be equal to the carrying value.

The estimated fair values of obligations under capital leases are considered to be equal to the carrying value since they bear interest at rates which are reset on a quarterly basis.

The fair value of the Company's derivative instruments is the estimated amount that the Company would receive or pay to terminate the agreements at the reporting date, taking into account current interest rates, foreign exchange rates, closing quoted market prices and the creditworthiness of the Company and its swap counterparties.

In April 2011, we entered into new interest rate swap agreements with a notional value of $138.0 million, which accounted for $4.0 million of the loss in the three months ended June 30, 2011.

Commodity contracts are measured at fair value with gains and losses recorded in the income statement within other operating gains and losses. Trading losses of $8.7 million and $12.3 million were recognized in the three and six month period ended June 30, 2011, respectively.

 
 
 

 
 
8.           RELATED PARTY TRANSACTIONS

Receivables (payables) from related parties:

(in thousands of $)
 
 
At Jun 30, 2011
   
At Dec 31, 2010
 
Frontline
    (216 )     (278 )
Ship Finance
    85       124  
Seatankers
    -       (62 )
      (131 )     (216 )

Receivables and payables with related parties comprise primarily of unpaid management fees, advisory and administrative services.  In addition, certain receivables and payables arise when the Company pays an invoice on behalf of a related party and vice versa.  Receivables and payables are generally settled quarterly in arrears.

Faraway Maritime Shipping Company, which is 60% owned by the Company and 40% owned by China Petroleum Corporation ("CPC"), paid dividends totalling $nil and $2.5 million during the three and six month period ended June 30, 2011, respectively and $nil and $1.3 million for the three and six months period ended June 30, 2010, respectively.

In April 2011, the Company entered into a new $80 million revolving credit facility with a company related to our major shareholder, World Shipholding. World Shipholding Limited is a company indirectly controlled by Trusts established by John Fredriksen for the benefit of his immediate family. The Company drew down an initial amount of $35 million in April 2011. The facility bears interest at LIBOR plus 3.5% together with a commitment fee of 0.75% of any undrawn portion of the credit facility. The facility is available until September 2013; all amounts due under the facility must be repaid by then.

 
 

 


In connection with the acquisition of the shares in its subsidiary, Golar Energy the Company increased its ownership of Golar Energy during the quarter from 61.1% to 99.6%. On June 3, 2011 a compulsory offer was made to acquire the remaining 0.4% resulting in the delisting of Golar Energy from Oslo Axess on July 4, 2011. Of the 92,333,112 Golar Energy shares acquired 70,315,792 were exchanged for newly issued Golar LNG shares where the seller received one newly-issued Golar LNG share for every 6.06 Golar Energy shares, increasing the Company's share capital by 11,603,253 and share premium by $340.0 million. The new Golar LNG shares were effectively issued for $30.30 per share.  The remaining Golar Energy shares were acquired at a price of $5 per share. As a result of this the non-controlling interest ("NCI") of $129.3 million was eliminated and the difference between the NCI and the consideration paid was recognized as a reduction in additional paid in capital of $335.9 million.

In April 2011, the Company completed a public offering of 13.8 million common units (including 1.8 million units issued in respect of an over-allotment option) of its subsidiary, Golar LNG Partners LP ("Golar Partners"), which is listed on the NASDAQ stock exchange under the symbol "GMLP". As a result of the offering the Company's ownership of Golar Partners was reduced to approximately 65%. The 13.8 million units were priced at $22.50 per unit resulting in gross proceeds of $310.5 million.

9.           OTHER COMMITMENTS AND CONTINGENCIES
 
Assets Pledged
 
(in thousands of $)
 
At Jun 30,
2011
   
At Dec 31,
2010
 
Book value of vessels secured against long-term loans
and capital leases
     1,647,584        1,616,790  

10.           SUBSEQUENT EVENTS

In connection with the Company's increased ownership of Golar Energy during the quarter, a compulsory offer was made to acquire the remaining 0.4% of the outstanding share of Golar Energy, resulting in the delisting of Golar Energy from Oslo Axess on July 4, 2011.

As mentioned earlier, in April 2011, the Company entered into a new $80 million revolving credit facility with a company related to its major shareholder, World Shipholding.  The Company drew down an initial amount of $35 million in April 2011 and a further $45 million in July 2011.  The facility is now fully utilized and secured.

In line with the Company's target dividend level and in conjunction with the Board's continuing review of its capital obligations, a cash dividend of $0.275 per share in respect of the second quarter of 2011 has been proposed. The record date for the dividend is September 13, 2011, ex-dividend date is September 9, 2011 and the dividend is expected to be paid on or about September 28, 2011.

Golar Partners which is 65% owned by the Company and 35% owned by non-controlling interests made a cash distribution totalling $13.3 million paid on August 12, 2011.



SK 03849 0004 1226071