UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2024
Commission File Number: 001-41625
| | |
| Cool Company Ltd. |
| (Translation of registrant's name into English) |
|
7 Clarges Street, London, W1J 8AE United Kingdom |
| (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 [ ]
On August 29, 2024, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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.
| | | | | | | | | | | |
| | Cool Company Ltd.
(registrant) |
| |
| |
| Date | August 29, 2024 | By: | /s/ Richard Tyrrell |
| | | |
| | | Name: Richard Tyrrell |
| | | Title: Chief Executive Officer of Cool Company Ltd. |
August 29, 2024
Q2 2024 BUSINESS UPDATE
This release includes business updates and unaudited interim financial results for the three ("Q2", "Q2 2024" or the "Quarter") and six months (“1H 2024) ended June 30, 2024 of Cool Company Ltd. ("CoolCo" or the "Company").
Q2 Highlights and Subsequent Events
•Generated total operating revenues of $83.4 million in Q2, compared to $88.1 million for the first quarter of 2024 ("Q1" or "Q1 2024") primarily related to a drawn-out drydock, lower rates on our single variable charter and lower vessel management fees as contracts came to an end, partly offset by two vessels rolling over to higher rates;
•Net income of $26.51 million in Q2, compared to $36.81 million for Q1 with the decrease primarily related to a reduced unrealized gain on our mark-to-market interest rate swaps;
•Achieved average Time Charter Equivalent Earnings ("TCE")2 of $78,400 per day for Q2, compared to $77,200 per day for Q1, supported by full quarter contributions from two vessels that recently started higher rate charters;
•Adjusted EBITDA2 of $55.7 million for Q2, compared to $58.5 million for Q1;
•Secured a 14-year charter with GAIL (India) Limited during Q2 for one of the two state-of-the-art MEGA LNG carriers currently under construction at Hyundai-Samho (the "Newbuilds");
•Completed our first drydock in Q2 in 43 days and subsequently finished two more drydocks in a timely manner in Q3 2024, taking 21 and 20 days respectively. A fourth drydock, which includes LNGe upgrade, is scheduled for completion in Q4 2024 and is expected to take 45 days;
•Secured a one-year time charter agreement for a TFDE vessel starting in Q3 2024 with an energy major and participating in two formal processes for Kool Tiger, our other MEGA LNG carrier currently under construction; and
•Declared a quarterly dividend of $0.41 per share, payable to shareholders of record on September 9, 2024.
Richard Tyrrell, CEO, commented:
“During Q2 and the early part of Q3, CoolCo has taken advantage of the seasonally quieter months to complete drydocks and secure additional forward charter cover for both the relative short term and the long term. Our TCE performance for the second quarter increased to $78,400 per day, as the seasonal impact on our one market-linked charter was more than offset by the full-quarter contributions from two vessels that recently began improved time charters.
CoolCo navigated the flat chartering market since our last reporting through a back-to-back 12-month charter that increased its backlog to $1.8 billion. Despite the continuing market volatility, geopolitical uncertainty and focus on energy security that continues to figure prominently in the LNG market, several charterers are adopting short shipping strategies that have the potential to spur sudden demand. Meanwhile, high gas inventories in Europe are increasingly driving LNG shipments longer haul to a diverse set of Asian markets, supporting ton-mile demand and causing the global LNG carrier fleet to be underrepresented in the Atlantic Basin ahead of the winter market.
1 Net income for Q2 2024 includes a mark-to market gain on interest rate swaps amounting to $4.1 million (Q1 2024: $11.3 million), of which $1.0 million was unrealized gain (Q1 2024: $8.1 million).
2 Refer to 'Appendix A' - Non-GAAP financial measures and definitions, for definitions of these measures and a reconciliation to the nearest GAAP measure.
We look forward to taking delivery of our two state-of-the-art newbuilds later this year, one of which has already secured a 14-year time charter to service the fast-growing Indian LNG market. Following our recent chartering activity, our fleet is now largely fixed through the medium term. We are focused on securing additional coverage for our limited charter market exposure in 2024-25, while maintaining the flexibility to benefit from the substantial market tightening we anticipate as vast new LNG volumes come online in 2025-26. Due to full charter coverage and improved drydock performance, we expect a moderate increase in TCE rate and time and charter voyage revenues for the third quarter compared to the second quarter.”
Financial Highlights
The table below sets forth certain key financial information for Q2 2024, Q1 2024, Q2 2023, 1H 2024 and for the six months ended June 30, 2023 (“1H 2023”).
| | | | | | | | | | | | | | | | | | | | | | |
(in thousands of $, except average daily TCE) | | Q2 2024 | Q1 2024 | | Q2 2023 | 1H 2024 | 1H 2023 | |
| | | | | | | | | | |
| Time and voyage charter revenues | | 76,401 | 78,710 | | 82,071 | 155,111 | 173,239 | | | |
| Total operating revenues | | 83,372 | 88,125 | | 90,316 | 171,497 | 188,965 | | | |
| Operating income | | 41,361 | 44,097 | | 45,484 | 85,458 | 97,506 | | | |
Net income 1 | | 26,478 | 36,812 | | 44,646 | 63,290 | 114,778 | | | |
Adjusted EBITDA2 | | 55,679 | 58,541 | | 59,894 | 114,220 | 127,708 | | | |
| | | | | | | | | | |
Average daily TCE2 (to the closest $100) | | 78,400 | 77,200 | | 81,100 | 77,800 | 82,500 | | | |
LNG Market Review
The average Japan/Korea Marker gas price ("JKM") for the Quarter was $11.05/MMBtu compared to $9.43/MMBtu for Q1 2024; with average JKM for Q3 2024 at $10.88/MMBtu as of August 22, 2024. The Quarter commenced with Dutch Title Transfer Facility gas price ("TTF") at $8.76/MMBtu and quoted TFDE headline spot rates of $39,500 per day. The Quarter concluded with TTF at $10.70/MMBtu and quoted TFDE headline spot rates of $60,250 per day. The TFDE headline spot rate has subsequently stabilized at around this level and was quoted at $65,000 per day as of August 16, 2024.
The combination of very high European gas inventories and strong commodity pricing has resulted in a sharp reduction in shipping from the US Gulf into Europe and a correspondingly sharp increase in long-haul, inter-basin voyages. These increased Pacific volumes have been absorbed in part by India and China, but also by a diverse set of importing markets including Thailand, Singapore, Vietnam, and the Philippines.
The combination of geopolitical uncertainty and an oscillation of charter market strength between East and West continues to stretch the LNG carrier fleet even during the seasonally quieter months. With the winter season ahead, the disposition of the global fleet is increasingly skewed towards the Pacific Basin, setting the stage for increased volatility if typical seasonal conditions prevail following two consecutive mild winters.
1 Net income for Q2 2024 includes a mark-to market gain on interest rate swaps amounting to $4.1 million (Q1 2024: $11.3 million), of which $1.0 million was unrealized gain (Q1 2024: $8.1 million).
2 Refer to 'Appendix A' - Non-GAAP financial measures and definitions, for definitions of these measures and a reconciliation to the nearest GAAP measure.
Operational Review
CoolCo's fleet continued to perform well with a Q2 fleet utilization of 99% compared to 95% for Q1 2024. The offhire was technical in nature and related to the drawn out drydock of the Kool Crystal, which went into drydock in early May and was completed during the Quarter. The Kool Frost entered the yard for its drydock towards the end of the Quarter, with a further two vessels scheduled to start their drydocks during the third quarter of 2024. The average cost of these drydocks is estimated to be approximately $5.5 million per vessel. The last drydock scheduled for this year will also include the upgrade of a vessel to LNGe specification through the retrofit of a sub-cooler with high liquefaction capacity and other performance enhancements at an estimated cost of an additional $15.0 million and an additional 20 days off-hire.
Business Development
The chartering of one of CoolCo’s two Newbuilds sets a strong foundation for the second Newbuild and CoolCo continues to be in discussions with potential charterers regarding its employment of its other newbuild vessel, which is part of two formal bidding processes. CoolCo is also developing leads for its other vessel redelivering late in the second half of 2024.
Financing and Liquidity
At the end of Q1 2024, the Company closed the upsize of the existing $520 million term loan facility maturing in May 2029 in anticipation of the maturity of the two existing sale & leaseback facilities (Kool Ice and Kool Kelvin) during the first quarter of 2025. As previously disclosed, the maximum $200 million upsize is available on a delayed drawdown basis, at our option.
As of June 30, 2024, CoolCo had cash and cash equivalents of $84.4 million and total short and long-term debt, net of deferred finance charges, amounting to $1,002.4 million. In addition, CoolCo has approximately $77 million remaining undrawn capacity under its Newbuild Vessel pre-delivery facility. Total Contractual Debt2 stood at $1,108.3 million, which is comprised of $466.2 million in respect of the $570 million bank facility maturing in March 2027, $442.5 million in respect of the $520 million term loan facility maturing in May 2029, $159.6 million of sale and leaseback financing in respect of the two vessels maturing in the first quarter of 2025 (Kool Ice and Kool Kelvin) and $40.0 million in respect of the Newbuilds' financing.
Overall, the Company’s interest rate on its debt is currently fixed or hedged for approximately 76% of the notional amount of net debt, adjusting for existing cash on hand.
Corporate and Other Matters
As of June 30, 2024, CoolCo had 53,702,846 shares issued and outstanding. Of these, 31,254,390 shares (58.2%) were owned by EPS Ventures Ltd ("EPS") and 22,448,456 (41.8%) were owned by other investors in the public markets.
In line with the Company’s variable dividend policy, the Board has declared a Q2 dividend of $0.41 per common share. The record date is September 9, 2024 and the dividend will be distributed to DTC-registered shareholders on or around September 16, 2024, while due to the implementation of the Central Securities Depositories Regulation in Norway, the dividend will be distributed to Euronext VPS-registered shareholders on or around September 20, 2024.
2 Refer to 'Appendix A' - Non-GAAP financial measures and definitions, for definitions of these measures and a reconciliation to the nearest GAAP measure.
Outlook
The LNG carrier charter market remains divided between the highly variable spot market and the more stable time charter market. With the spot market dominated by sub-lets and steam turbine carriers, while more modern tonnage owned by independent owners, such as CoolCo, prioritize term charters, where prevailing rates remain within a narrower and materially higher range.
Long-term initial charters on legacy steam turbine vessels continue to end, returning these vessels to a charter market that increasingly favors more modern, fuel-efficient tonnage with superior boil-off and environmental profiles. Representing approximately 30% of the global LNG carrier fleet, these legacy vessels face reduced utilization and future prospects, presenting substantial potential for a combination of scrapping, conversion into floating infrastructure, or redeployment into niche regional trades.
In contrast to the volatility and uncertainties of the near-term market, we believe longer-term sector prospects remain strongly supported by the pipeline of new liquefaction projects that have already reached Final Investment Decision (FID) and are set to increase the total volume of LNG on the water by more than 50% in the coming years. The sizable current newbuild orderbook consists mainly of vessels secured on a long-term basis to transport these new volumes, with a significant portion of that orderbook destined for charterers who have traditionally been disinclined to maximize vessel utilization through the out-charter/sub-let market. Coupled with the departure of steam turbine ships from mainstream trades, net fleet growth in the years ahead is expected to be well matched and potentially outpaced by expected increased demand for modern LNG carrier tonnage. With both an energy security focus and winter market factors capable of absorbing even more tonnage beyond underlying transportation demand, we anticipate that the multi-year outlook remains highly favorable for independent owners of high-quality modern vessels.
Forward Looking Statements
This press release and any other written or oral statements made by us in connection with this press release include forward-looking statements within the meaning of and made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, that address activities and events that will, should, could, are expected to or may occur in the future are forward-looking statements. You can identify these forward-looking statements by words or phrases such as “believe,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “plan,” “potential,” “will,” “may,” “should,” “expect,” “could,” “would,” “predict,” “propose,” “continue,” or the negative of these terms and similar expressions. These forward-looking statements include statements relating to our outlook, industry trends, expected results, including our expected TCE and revenue in the third quarter of 2024, expectations on chartering and charter rates, chartering plan, expected drydockings including the cost, timing and duration thereof, and impact of performance enhancements on our vessels, timeline for delivery of newbuilds, dividends and dividend policy, expected growth in LNG supply and the impact of new liquefaction projects on LNG volume expected industry and business trends and prospects including expected trends in LNG demand and market trends and potential future drivers of demand expected trends in LNG shipping capacity including net fleet growth, LNG vessel supply and demand factors impacting supply and demand of vessels, rates and expected trends in charter rates, backlog, contracting, utilization and LNG vessel newbuild order-book, expected multi-year outlook for independent operators, statements made under “LNG Market Review” and “Outlook” and other non-historical matters.
The forward-looking statements in this document are based upon management’s current expectations, estimates and projections. These statements involve significant risks, uncertainties, contingencies and factors that are difficult or impossible to predict and are beyond our control, and that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. Numerous factors could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by these forward-looking statements including:
•general economic, political and business conditions, including sanctions and other measures;
•general LNG market conditions, including fluctuations in charter hire rates and vessel values;
•changes in demand in the LNG shipping industry, including the market for our vessels;
•changes in the supply of LNG vessels;
•our ability to successfully employ our vessels;
•changes in our operating expenses, including fuel or cooling down prices and lay-up costs when vessels are not on charter, drydocking and insurance costs;
•compliance with, and our liabilities under, governmental, tax, environmental and safety laws and regulations;
•risk related to climate change, including climate-change or greenhouse gas related legislation or regulations and the impact on our business from physical climate-change related to changes in weather patterns, and the potential impact of new regulations relating to climate change and the potential impact on the demand for the LNG shipping industry;
•changes in governmental regulation, tax and trade matters and actions taken by regulatory authorities;
•potential disruption of shipping routes and demand due to accidents, piracy or political events and/or instability, including the ongoing conflicts in the Middle East;
•vessel breakdowns and instances of loss of hire;
•vessel underperformance and related warranty claims;
•our expectations regarding the availability of vessel acquisitions;
•our ability to procure or have access to financing and refinancing;
•continued borrowing availability under our credit facilities and compliance with the financial covenants therein;
•fluctuations in foreign currency exchange and interest rates;
•potential conflicts of interest involving our significant shareholders;
•our ability to pay dividends;
•information system failures, cyber incidents or breaches in security;
•adjustments in our ship management business and related costs; and
•other risks indicated in the risk factors included in our Annual Report on Form 20-F for the year ended December 31, 2023 and other filings with and submission to the U.S. Securities and Exchange Commission.
The foregoing factors that could cause our actual results to differ materially from those contemplated in any forward-looking statement included in this report should not be construed as exhaustive. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
As a result, you are cautioned not to place undue reliance on any forward-looking statements which speak only as of the date of this press release. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise unless required by law.
Responsibility Statement
We confirm that, to the best of our knowledge, the interim unaudited condensed consolidated financial statements for the six months ended June 30, 2024, which have been prepared in accordance with accounting principles generally accepted in the United States (US GAAP) give a true and fair view of the Company’s consolidated assets, liabilities, financial position and results of operations. To the best of our knowledge, the financial report for the six months ended June 30, 2024 includes a fair review of important events that have occurred during the period and their impact on the interim unaudited condensed consolidated financial statements, the principal risks and uncertainties, and major related party transactions.
August 29, 2024
Cool Company Ltd.
London, UK
Questions should be directed to:
c/o Cool Company Ltd - +1(441) 295 2244
| | | | | |
| Richard Tyrrell (Chief Executive Officer & Director) | Cyril Ducau (Chairman of the Board)
|
John Boots (Chief Financial Officer) | Antoine Bonnier (Director)
|
| Joanna Huipei Zhou (Director) |
| Sami Iskander (Director) |
| Neil Glass (Director)
|
| Peter Anker (Director) |
| | | | | |
Cool Company Ltd. | |
Unaudited Condensed Consolidated Statements of Operations |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended | | For the six months ended |
| (in thousands of $) | Apr-Jun
2024 | | | | | Jan-Mar
2024 | | Apr-Jun
2023 | | Jan-Jun
2024 | | Jan-Jun
2023 |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Time and voyage charter revenues | 76,401 | | | | | | 78,710 | | | 82,071 | | | 155,111 | | | 173,239 | |
| Vessel and other management fee revenues | 2,479 | | | | | | 4,923 | | | 3,757 | | | 7,402 | | | 7,133 | |
| Amortization of intangible assets and liabilities - charter agreements, net | 4,492 | | | | | | 4,492 | | | 4,488 | | | 8,984 | | | 8,593 | |
| Total operating revenues | 83,372 | | | | | | 88,125 | | | 90,316 | | | 171,497 | | | 188,965 | |
| | | | | | | | | | | | |
| Vessel operating expenses | (17,037) | | | | | | (17,594) | | | (18,835) | | | (34,631) | | | (37,423) | |
| Voyage, charter hire and commission expenses, net | (900) | | | | | | (1,439) | | | (877) | | | (2,339) | | | (2,376) | |
| Administrative expenses | (5,264) | | | | | | (6,059) | | | (6,222) | | | (11,323) | | | (12,865) | |
| Depreciation and amortization | (18,810) | | | | | | (18,936) | | | (18,898) | | | (37,746) | | | (38,795) | |
| | | | | | | | | | | | |
| Total operating expenses | (42,011) | | | | | | (44,028) | | | (44,832) | | | (86,039) | | | (91,459) | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Operating income | 41,361 | | | | | | 44,097 | | | 45,484 | | | 85,458 | | | 97,506 | |
| | | | | | | | | | | | |
| Other non-operating income | — | | | | | | — | | | 21 | | | — | | | 42,549 | |
| | | | | | | | | | | | |
| Financial income/(expense): | | | | | | | | | | | | |
| Interest income | 1,357 | | | | | | 1,705 | | | 2,791 | | | 3,062 | | | 4,308 | |
| Interest expense | (19,180) | | | | | | (19,678) | | | (19,863) | | | (38,858) | | | (39,348) | |
Gains on derivative instruments | 4,065 | | | | | | 11,301 | | | 16,705 | | | 15,366 | | | 10,704 | |
| Other financial items, net | (972) | | | | | | (480) | | | (414) | | | (1,452) | | | (807) | |
| Financial expenses, net | (14,730) | | | | | | (7,152) | | | (781) | | | (21,882) | | | (25,143) | |
| | | | | | | | | | | | |
| Income before income taxes and non-controlling interests | 26,631 | | | | | | 36,945 | | | 44,724 | | | 63,576 | | | 114,912 | |
| Income taxes, net | (153) | | | | | | (133) | | | (78) | | | (286) | | | (134) | |
| | | | | | | | | | | | |
| Net income | 26,478 | | | | | | 36,812 | | | 44,646 | | | 63,290 | | | 114,778 | |
| Net income attributable to non-controlling interests | (411) | | | | | | (238) | | | 344 | | | (649) | | | (943) | |
Net income attributable to the Owners of Cool Company Ltd. | 26,067 | | | | | | 36,574 | | | 44,990 | | | 62,641 | | | 113,835 | |
| | | | | | | | | | | | |
| Net income attributable to: | | | | | | | | | | | | |
Owners of Cool Company Ltd. | 26,067 | | | | | | 36,574 | | | 44,990 | | | 62,641 | | | 113,835 | |
| Non-controlling interests | 411 | | | | | | 238 | | | (344) | | | 649 | | | 943 | |
| Net income | 26,478 | | | | | | 36,812 | | | 44,646 | | | 63,290 | | | 114,778 | |
| | | | | | | | | | | | |
| | | | | |
Cool Company Ltd. | |
Unaudited Condensed Consolidated Balance Sheets |
| | | | | | | | | | | | |
| | | | |
| | At June 30, | | At December 31, | |
(in thousands of $, except number of shares) | 2024 | | 2023 | |
| | | | (Audited) | |
| ASSETS | | | | |
| | | | |
| Current assets | | | | |
| Cash and cash equivalents | 84,362 | | | 133,496 | | |
| Restricted cash and short-term deposits | 1,676 | | | 3,350 | | |
| Intangible assets, net | — | | | 825 | | |
| Trade receivable and other current assets | 10,146 | | | 12,923 | | |
| | | | |
| Inventories | 879 | | 3,659 | |
| | | | |
| Total current assets | 97,063 | | | 154,253 | | |
| | | | |
| Non-current assets | | | | |
| Restricted cash | 463 | | | 492 | | |
| Intangible assets, net | 8,534 | | | 9,438 | | |
| Newbuildings | 206,549 | | | 181,904 | | |
| Vessels and equipment, net | 1,685,936 | | | 1,700,063 | | |
| Other non-current assets | 19,150 | | | 10,793 | | |
| Total assets | 2,017,695 | | | 2,056,943 | | |
| | | | |
| LIABILITIES AND EQUITY | | | | |
| | | | |
| Current liabilities | | | | |
| Current portion of long-term debt and short-term debt | 175,156 | | | 194,413 | | |
| Trade payable and other current liabilities | 106,415 | | | 98,917 | | |
| | | | |
| | | | |
| | | | |
| Total current liabilities | 281,571 | | | 293,330 | | |
| | | | |
| Non-current liabilities | | | | |
| Long-term debt | 827,241 | | | 866,671 | | |
| Other non-current liabilities | 81,938 | | | 90,362 | | |
| Total liabilities | 1,190,750 | | | 1,250,363 | | |
| | | | |
| Equity | | | | |
Owners' equity includes 53,702,846 (2023: 53,702,846) common shares of $1.00 each, issued and outstanding | 755,706 | | | 735,990 | | |
| Non-controlling interests | 71,239 | | | 70,590 | | |
| Total equity | 826,945 | | | 806,580 | | |
| | | | |
| Total liabilities and equity | 2,017,695 | | | 2,056,943 | | |
| | | | |
| | | | |
| | | | | |
Cool Company Ltd. | |
Unaudited Condensed Consolidated Statements of Cash Flows |
| | | | | | | | | | | | |
| (in thousands of $) | | Jan-Jun
2024 | | Jan-Jun
2023 |
| Operating activities | | | | |
| Net income | | 63,290 | | | 114,778 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | |
| Depreciation and amortization expenses | | 37,746 | | | 38,795 | |
| Amortization of intangible assets and liabilities arising from charter agreements, net | | (8,984) | | | (8,593) | |
| Amortization of deferred charges and fair value adjustments | | 1,876 | | | 2,319 | |
| Gain on sale of vessel | | — | | | (42,549) | |
| Drydocking expenditure | | (8,132) | | | (4,284) | |
| Compensation cost related to share-based payment | | 1,111 | | | 1,197 | |
| Change in fair value of derivative instruments | | (9,119) | | | (6,446) | |
| Changes in assets and liabilities: | | | | |
| Trade accounts receivable | | 7,578 | | | (3,885) | |
| Inventories | | 2,780 | | | 387 | |
| Other current and other non-current assets | | (2,743) | | | (4,892) | |
Amounts due to related parties | | (542) | | | (1,270) | |
| Trade accounts payable | | (524) | | | 26,966 | |
| Accrued expenses | | (6,674) | | | (7,178) | |
| Other current and non-current liabilities | | 3,706 | | | 12,236 | |
| Net cash provided by operating activities | | 81,369 | | | 117,581 | |
| | | | |
| Investing activities | | | | |
| Additions to vessels and equipment | | (2,744) | | | (872) | |
| Additions to newbuildings | | (22,501) | | | — | |
| Additions to intangible assets | | (132) | | | (432) | |
Proceeds from sale of vessels & equipment | | — | | | 184,300 | |
| | | | |
| | | | |
Net cash (used in) / provided by investing activities | | (25,377) | | | 182,996 | |
| | | | |
| Financing activities | | | | |
| Proceeds from short-term and long-term debt | | — | | | 70,000 | |
| Repayments of short-term and long-term debt | | (57,963) | | | (144,828) | |
| Financing arrangement fees and other costs | | (4,830) | | | (1,892) | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| Cash dividends paid | | (44,036) | | | (43,487) | |
| Net cash used in financing activities | | (106,829) | | | (120,207) | |
| | | | |
| Net (decrease)/ increase in cash, cash equivalents and restricted cash | | (50,837) | | | 180,370 | |
| Cash, cash equivalents and restricted cash at beginning of period | | 137,338 | | | 133,077 | |
| Cash, cash equivalents and restricted cash at end of period | | 86,501 | | | 313,447 | |
| | | | | |
Cool Company Ltd. | |
Unaudited Condensed Consolidated Statements of Changes in Equity |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | For the six months ended June 30, 2024 |
| (in thousands of $, except number of shares) | | | Number of
common shares | | Owners’ Share Capital | Additional Paid-in Capital(1) | Retained Earnings | Owners' Equity | Non-
controlling
Interests | Total
Equity |
Consolidated balance at December 31, 2023 | | | 53,702,846 | | | 53,703 | | 509,327 | | 172,960 | | 735,990 | | 70,590 | | 806,580 | |
Net income for the period | | | — | | | — | | — | | 62,641 | | 62,641 | | 649 | | 63,290 | |
Share based payments contribution | | | — | | | — | | 1,189 | | — | | 1,189 | | — | | 1,189 | |
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Forfeitures of share based compensation | | | — | | | — | | (78) | | — | | (78) | | — | | (78) | |
| Dividends | | | — | | | — | | — | | (44,036) | | (44,036) | | — | | (44,036) | |
Consolidated balance at
June 30, 2024 | | | 53,702,846 | | | 53,703 | | 510,438 | | 191,565 | | 755,706 | | 71,239 | | 826,945 | |
(1) Additional paid-in capital refers to the amount of capital contributed or paid-in over and above the par value of the Company's issued share capital.
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| | | For the six months ended June 30, 2023 |
| (in thousands of $, except number of shares) | | | Number of
common shares | | Owners’ Share Capital | Additional Paid-in Capital(1) | Retained Earnings | Owners' Equity | Non-
controlling
Interests | Total
Equity |
Consolidated balance at December 31, 2022 | | | 53,688,462 | | | 53,688 | | 507,127 | | 85,742 | | 646,557 | | 68,956 | | 715,513 | |
Net income for the period | | | — | | | — | | — | | 113,835 | | 113,835 | | 943 | | 114,778 | |
| Share based payments contribution | | | — | | | — | | 1,197 | | — | | 1,197 | | — | | 1,197 | |
| Dividends | | | — | | | — | | — | | (43,487) | | (43,487) | | — | | (43,487) | |
Consolidated balance at
June 30, 2023 | | | 53,688,462 | | | 53,688 | | 508,324 | | 156,090 | | 718,102 | | 69,899 | | 788,001 | |
(1) Additional paid-in capital refers to the amount of capital contributed or paid-in over and above the par value of the Company's issued share capital.
Appendix A - Non-GAAP Financial Measures and Definitions
Non-GAAP Financial Metrics Arising from How Management Monitors the Business
In addition to disclosing financial results in accordance with U.S. generally accepted accounting principles (US GAAP), this earnings release and the associated investor presentation and discussion contain references to the non-GAAP financial measures which are included in the table below. We believe these non-GAAP financial measures provide investors with useful supplemental information about the financial performance of our business, enable comparison of financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating our business and measuring our performance. These non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with US GAAP, and the financial results calculated in accordance with US GAAP. Non-GAAP measures are not uniformly defined by all companies, and may not be comparable with similar titles, measures and disclosures used by other companies. The reconciliations from these results should be carefully evaluated.
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| Non-GAAP measure | Closest equivalent US GAAP measure | Adjustments to reconcile to primary financial statements prepared under US GAAP | Rationale for presentation of the non-GAAP measure |
| Performance Measures |
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| Adjusted EBITDA | Net income | '+/- Other non-operating income +/- Net financial expense, representing: Interest income, Interest expense, Gains/(Losses) on derivative instruments and Other financial items, net +/- Income taxes, net + Depreciation and amortization - Amortization of intangible assets and liabilities - charter agreements, net | Increases the comparability of total business performance from period to period and against the performance of other companies by removing the impact of other non-operating income, depreciation, amortization of intangible assets and liabilities - charter agreements, net, financing and tax items. |
| Average daily TCE | Time and voyage charter revenues | - Voyage, charter hire and commission expenses, net
The above total is then divided by calendar days less scheduled off-hire days. | Measure of the average daily net revenue performance of a vessel.
Standard shipping industry performance measure used primarily to compare period-to-period changes in the vessel’s net revenue performance despite changes in the mix of charter types (i.e. spot charters, time charters and bareboat charters) under which the vessel may be employed between the periods.
Assists management in making decisions regarding the deployment and utilization of its fleet and in evaluating financial performance. |
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| Liquidity measures |
| Total Contractual Debt | Total debt (current and non-current), net of deferred finance charges | + VIE Consolidation and fair value adjustments upon acquisition
+ Deferred Finance Charges | We consolidate two lessor VIEs for our sale and leaseback facilities (for the vessels Ice and Kelvin). This means that on consolidation, our contractual debt is eliminated and replaced with the Lessor VIEs’ debt.
Contractual debt represents our actual debt obligations under our various financing arrangements before consolidating the Lessor VIEs.
The measure enables investors and users of our financial statements to assess our liquidity and the split of our debt (current and non-current) based on our underlying contractual obligations. |
| Total Company Cash | CoolCo cash based on GAAP measures:
+ Cash and cash equivalents
+ Restricted cash and short-term deposits (current and non-current) | - VIE restricted cash and short-term deposits (current and non-current) | We consolidate two lessor VIEs for our sale and leaseback facilities. This means that on consolidation, we include restricted cash held by the lessor VIEs.
Total Company Cash represents our cash and cash equivalents and restricted cash and short-term deposits (current and non-current) before consolidating the lessor VIEs.
Management believes that this measure enables investors and users of our financial statements to assess our liquidity and aids comparability with our competitors.
|
Reconciliations - Performance Measures
Adjusted EBITDA | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended | | | | |
| (in thousands of $) | Apr-Jun
2024 | | Jan-Mar
2024 | | Apr-Jun
2023 | | | |
| | | | | | | | | |
| Net income | 26,478 | | | 36,812 | | | 44,646 | | | | | |
| Other non-operating income | — | | | — | | | (21) | | | | | |
| Interest income | (1,357) | | | (1,705) | | | (2,791) | | | | | |
| Interest expense | 19,180 | | | 19,678 | | | 19,863 | | | | | |
Gains on derivative instruments | (4,065) | | | (11,301) | | | (16,705) | | | | | |
| Other financial items, net | 972 | | | 480 | | | 414 | | | | | |
| Income taxes, net | 153 | | | 133 | | | 78 | | | | | |
| Depreciation and amortization | 18,810 | | | 18,936 | | | 18,898 | | | | | |
| Amortization of intangible assets and liabilities - charter agreements, net | (4,492) | | | (4,492) | | | (4,488) | | | | | |
| Adjusted EBITDA | 55,679 | | | 58,541 | | | 59,894 | | | | | |
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| For the six months ended |
| (in thousands of $) | Jan-Jun
2024 | | Jan-Jun
2023 |
| Net income | 63,290 | | | 114,778 | |
| Other non-operating income | — | | | (42,549) | |
| Interest income | (3,062) | | | (4,308) | |
| Interest expense | 38,858 | | | 39,348 | |
Gains on derivative instruments | (15,366) | | | (10,704) | |
| Other financial items, net | 1,452 | | | 807 | |
| Income taxes, net | 286 | | | 134 | |
| Depreciation and amortization | 37,746 | | | 38,795 | |
| Amortization of intangible assets and liabilities - charter agreements, net | (8,984) | | | (8,593) | |
| Adjusted EBITDA | 114,220 | | | 127,708 | |
Average daily TCE | | | | | | | | | | | | | | | | | | |
| For the three months ended | |
| (in thousands of $, except number of days and average daily TCE) | Apr-Jun
2024 | | Jan-March 2024 | | Apr-Jun
2023 |
| Time and voyage charter revenues | 76,401 | | | 78,710 | | | 82,071 | | |
| Voyage, charter hire and commission expenses, net | (900) | | | (1,439) | | | (877) | | |
| 75,501 | | | 77,271 | | | 81,194 | | |
| Calendar days less scheduled off-hire days | 963 | | | 1,001 | | | 1,001 | | |
| Average daily TCE (to the closest $100) | $ | 78,400 | | | $ | 77,200 | | | $ | 81,100 | | |
| | | | | | |
| | | | | | | | | | | |
| For the six months ended |
| (in thousands of $, except number of days and average daily TCE) | Jan-Jun
2024 | | Jan-Jun
2023 |
| Time and voyage charter revenues | 155,111 | | | 173,239 | |
| Voyage, charter hire and commission expenses, net | (2,339) | | | (2,376) | |
| 152,772 | | | 170,863 | |
| Calendar days less scheduled off-hire days | 1,964 | | | 2,072 | |
| Average daily TCE (to the closest $100) | $ | 77,800 | | | $ | 82,500 | |
| | | |
Reconciliations - Liquidity measures
Total Contractual Debt | | | | | | | | | | | | | | | | | | | |
| (in thousands of $) | | | | At June 30, 2024 | | At December 31,
2023 | | | | | |
| Total debt (current and non-current) net of deferred finance charges | | | | 1,002,397 | | 1,061,084 | | | | | |
| Add: VIE consolidation and fair value adjustments | | | | 98,847 | | 97,245 | | | | | |
| Add: Deferred finance charges | | | | 7,090 | | 5,563 | | | | | |
| | | | | | | | | | | |
| Total Contractual Debt | | | | 1,108,334 | | | 1,163,892 | | | | | | |
Total Company Cash | | | | | | | | | | | | | | | | | | | |
| (in thousands of $) | | | | At June 30, 2024 | | At December 31,
2023 | | | | | |
| Cash and cash equivalents | | | | 84,362 | | 133,496 | | | | | |
| Restricted cash and short-term deposits | | | | 2,139 | | 3,842 | | | | | |
| Less: VIE restricted cash | | | | (1,676) | | (3,350) | | | | | |
| Total Company Cash | | | | 84,825 | | | 133,988 | | | | | | |
Other definitions
Contracted Revenue Backlog
Contracted revenue backlog is defined as the contracted daily charter rate for each vessel multiplied by the number of scheduled hire days for the remaining contract term. Contracted revenue backlog is not intended to represent Adjusted EBITDA or future cashflows that will be generated from these contracts. This measure should be seen as a supplement to and not a substitute for our US GAAP measures of performance.
This information is subject to the disclosure requirements in Regulation EU 596/2014 (MAR) article 19 number 3 and section 5-12 of the Norwegian Securities Trading Act.
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