Cool Company Ltd. Q4 2023 Business Update
Q4 Highlights and Subsequent Events
-
Generated total operating revenues of
$97.1 million in Q4, compared to$92.9 million for the third quarter of 2023 ("Q3" or "Q3 2023"); -
Net income of
$22.4 1 million in Q4, compared to$39.2 1 million for Q3, with the decrease primarily related to unrealized mark-to-market losses on our interest rate swaps; -
Achieved average Time Charter Equivalent Earnings ("TCE")2 of
$87,300 per day for Q4, compared to$82,400 per day for Q3; -
Generated Adjusted EBITDA2 of
$69.4 million for Q4, compared to$62.8 million for Q3; -
During the Quarter, the Company announced that it had entered into sale and leaseback financing arrangements (the “Sale and Leasebacks”) with
Huaxia Financial Leasing Co. Ltd for the two state-of-the-art MEGA LNG carriers under order at Hyundai-Samho (the "Newbuilds"); -
Subsequent to the Quarter, the Company received commitments from certain banks to upsize (on a delayed draw-down basis) the existing
$520 million term loan facility maturing inMay 2029 in anticipation of the maturity of the two sale & leaseback facilities during the first quarter of 2025; - Announced a twelve-month charter, which is scheduled to commence during the first quarter of 2024.
-
Declared a dividend for Q4 of
$0.41 per share, to be paid to shareholders of record onMarch 11, 2024 .
“In the fourth quarter, we benefited from strong operational performance, a seasonal uplift on our variable rate contract, and the continuing impact of our fleet’s fixed-rate charter coverage. Additionally, we took measured exposure to the charter market in the form of one vessel that we chose to deploy directly in the spot market while waiting for the right term opportunity. The net result was a sequentially higher TCE level at
This winter saw rates return to more normalized levels after an extraordinary period following the Russian invasion of
Due to the relatively warm northern hemisphere winter, gas prices have fallen and reduced the option value to charterers of maintaining excess LNG carrier capacity to facilitate opportunistic trades. This, combined with some delays to certain liquefaction projects, has resulted in sublets weighing on time charter rates. Nonetheless, CoolCo’s Newbuilds continue to attract interest and remain the only such vessels in the market available from independent owners in 2024, and thus the only such vessels likely to be available for term contracts. With the imposition of increasingly tight emissions regulations in the coming years, the relative advantage of these state-of-the-art vessels only increases over time. Conversely, older steam turbine vessels, which presently make up 31% of the global fleet (by number of vessels) face growing pressure from those same regulations and their utilization is falling to the point that, heavy scrapping in the coming years is anticipated.
CoolCo has a backlog of
Financial Highlights
The table below sets forth certain key financial information for Q4 2023, Q3 2023, Q4 2022, FY 2023 and
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Twelve Months ended |
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Q4 2023 |
Q3 2023 |
Q4 2022 |
2023 |
2022 |
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(in thousands of $, except TCE) |
Successor |
Successor |
Successor |
Successor |
Successor |
Predecessor |
Total |
Time and voyage charter revenues |
89,319 |
84,523 |
79,032 |
347,081 |
183,567 |
37,289 |
220,856 |
Total operating revenues |
97,144 |
92,901 |
90,255 |
379,010 |
212,978 |
43,456 |
256,434 |
Operating income |
55,051 |
48,336 |
48,881 |
200,893 |
110,936 |
27,728 |
138,664 |
Net income 1 |
22,415 |
39,170 |
33,069 |
176,363 |
87,500 |
23,244 |
110,744 |
Adjusted EBITDA2 |
69,432 |
62,754 |
58,621 |
259,894 |
134,585 |
33,473 |
168,058 |
Average daily TCE2 (to the closest |
87,300 |
82,400 |
83,600 |
83,600 |
73,000 |
57,100 |
69,800 |
Note: As disclosed previously, the commencement of operations and funding of CoolCo and the acquisition of its initial tri-fuel diesel electric ("TFDE") LNG carriers, |
LNG Market Review
The average
Because trading opportunities that rely on LNG carriers for floating storage were limited and periods of West-East arbitrage did not materialize, the pre-winter seasonal spike that began in late September quickly normalized, as has been seen in prior years when similar trading conditions prevailed. LNG was generally traded within its basin of origin, which reduced the number of long-distance inter-basin voyages. While those inter-basin voyages that did take place during the Quarter were extended by limitations on
The high level of LNG prices in the first half of the year and expectation that these would persist resulted in coal being stockpiled for the current winter. Today’s lower actual prices and the environmental benefits of transitioning from coal-to-gas are likely to make LNG an increasingly attractive alternative going forward, particularly in markets such as
Operational Review
CoolCo's fleet continued to perform well with a Q4 fleet utilization of 97% (Q3: 97%) with the remaining 3% covered by a ballast bonus, compared to 100% for the first half of 2023. While there were no drydocks in 2023, four drydocks are expected during 2024, starting with one in the second quarter and the remaining three during the third quarter. The budgeted cost of these dry-docks is approximately
Subsequent to the Quarter, a ship management services customer has decided to transfer an additional two vessels for which CoolCo currently provides technical management to managers that solely provide ship management services. This is not expected to materially impact CoolCo's earnings and we expect to incur some immaterial restructuring costs to adjust our operations in light of this change.
Business Development
Subsequent to the end of the Quarter, the Company announced that it has entered into a new time charter agreement for one of its TFDE vessels. The 12-month time charter is with
CoolCo continues to be in discussions with multiple potential charterers seeking employment for the two Newbuilds it has on order for delivery towards the end of second half of 2024. While headline LNG carrier rates and recent negative sentiment in the sector have served as a headwind to securing long-term employment at attractive rates, several charterers are known to have specific and as-yet-unmet transportation requirements and are expected to come to market in advance of the 2024 winter season and delivery of the Newbuilds.
Financing and Liquidity
In
Subsequent to the Quarter, the Company received commitments from certain banks to upsize the existing
As of
Overall, the Company’s interest rate on its debt is fixed or hedged for approximately 85% of the notional amount of debt, adjusting for existing cash on hand.
Corporate and Other Matters
As of
In line with the Company’s variable dividend policy, the Board has declared a Q4 dividend of
Outlook
In the coming years, the global supply of LNG is set to increase by more than 50% based on projects that have already reached Final Investment Decision ("FID"). At least 40 million tonnes per annum (mtpa) of capacity have reached FID stage in 2023 alone, equivalent to approximately 10% of total LNG production in 2022. To understand the current 51% orderbook-to-fleet ratio (by volume), it is critical to recognize that the orderbook has overwhelmingly been built based on long-term contracts to service new liquefaction facilities. The timing and quantity of these vessels deliveries are intended to match the commencement of new production. Furthermore, to the extent that project development delays result in vessels delivering to their charterers before their intended startup time, we would expect to see a dynamic similar to that which has recently prevailed. In such a scenario, the market is sharply divided between charterers seeking to fill interim periods in the spot market and owners such as CoolCo, who are in a position to offer multi-year time charters. Numerous liquefaction projects are still under development in
Among LNG carriers currently on the water, the older, less efficient vessels in the charter market are expected to face growing competitive pressure over time, particularly among the steam turbine vessels that continue to make up over 30% of the global fleet by volume. The imposition of the
The limited supply of modern vessels available for time charter employment through the medium-term is concentrated among a small number of owners, including CoolCo. Given the improved bargaining position afforded by a combination of scarcity and concentration, such owners have remained focused primarily on longer-term charters that would bridge the period from now until the next wave of LNG supply is expected to arrive in 2026-2027. A newbuild vessel ordered today would have a lead time of approximately four years, a purchase price exceeding
1 Net income includes mark-to market loss on interest rate swaps amounting to |
2 Refer to 'Appendix A' - Non-GAAP financial measures and definitions, for definitions of these measures and a reconciliation to the nearest GAAP measure. |
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 Section 21E of the Securities Exchange Act of 1934. 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. These forward-looking statements are made under the "safe harbor" provisions of the
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:
- changes in demand in the LNG shipping industry, including the market for modern TFDE vessels;
- general LNG market conditions, including fluctuations in charter hire rates and vessel values;
- our ability to successfully employ our vessels and at attractive rates;
- changes in the supply of LNG vessels;
- our ability to access to financing and refinancing;
- our continued borrowing availability under our credit facilities and compliance with the financial covenants therein;
- potential conflicts of interest involving our significant shareholders;
- our ability to pay dividends;
- general economic, political and business conditions, including sanctions and other measures;
- changes in our operating expenses due to inflationary pressure and volatility of supply and maintenance including fuel or cooling down prices and lay-up costs when vessels are not on charter, drydocking and insurance costs;
- fluctuations in foreign currency exchange and interest rates;
- vessel breakdowns and instances of loss of hire;
- vessel underperformance and related warranty claims;
-
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 ; - compliance with, and our liabilities under, governmental, tax, environmental and safety laws and regulations;
- information system failures, cyber incidents or breaches in security;
- adjustments in our ship management business and related costs;
- changes in governmental regulation, tax and trade matters and actions taken by regulatory authorities; and
-
other risks indicated in the risk factors included in CoolCo’s Annual Report on Form 20-F for the year ended
December 31, 2022 and other filings with theU.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 unaudited condensed consolidated financial statements for the year ended
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Questions should be directed to:
c/o |
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Joanna Huipei Zhou (Director) |
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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
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For the three months ended |
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For the twelve months ended |
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Oct-Dec
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Jul-Sep
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Oct-Dec
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2023 |
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2022 |
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(in thousands of $) |
Successor
|
|
Successor
|
|
Successor
|
|
Successor
|
|
Successor
|
Predecessor
|
||||||
Time and voyage charter revenues |
89,319 |
|
|
84,523 |
|
|
79,032 |
|
|
347,081 |
|
|
183,567 |
|
37,289 |
|
Vessel and other management fee revenues |
3,308 |
|
|
3,860 |
|
|
3,441 |
|
|
14,301 |
|
|
7,125 |
|
6,167 |
|
Amortization of intangible assets and liabilities - charter agreements, net |
4,517 |
|
|
4,518 |
|
|
7,782 |
|
|
17,628 |
|
|
22,286 |
|
— |
|
Total operating revenues |
97,144 |
|
|
92,901 |
|
|
90,255 |
|
|
379,010 |
|
|
212,978 |
|
43,456 |
|
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|
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|
|
|
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|
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Vessel operating expenses |
(16,804 |
) |
|
(18,556 |
) |
|
(15,752 |
) |
|
(72,783 |
) |
|
(40,459 |
) |
(7,706 |
) |
Voyage, charter hire and commission expenses, net |
(1,019 |
) |
|
(1,137 |
) |
|
(432 |
) |
|
(4,532 |
) |
|
(1,644 |
) |
(1,229 |
) |
Administrative expenses |
(5,372 |
) |
|
(5,936 |
) |
|
(7,668 |
) |
|
(24,173 |
) |
|
(14,004 |
) |
(5,422 |
) |
Depreciation and amortization |
(18,898 |
) |
|
(18,936 |
) |
|
(17,522 |
) |
|
(76,629 |
) |
|
(45,935 |
) |
(5,745 |
) |
Total operating expenses |
(42,093 |
) |
|
(44,565 |
) |
|
(41,374 |
) |
|
(178,117 |
) |
|
(102,042 |
) |
(20,102 |
) |
|
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|
|
|
|
|
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|
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Other operating income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
4,374 |
|
Operating income |
55,051 |
|
|
48,336 |
|
|
48,881 |
|
|
200,893 |
|
|
110,936 |
|
27,728 |
|
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Other non-operating income |
— |
|
|
— |
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|
— |
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42,549 |
|
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— |
|
— |
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Financial income/(expense): |
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Interest income |
1,743 |
|
|
2,176 |
|
|
883 |
|
|
8,227 |
|
|
1,273 |
|
4 |
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Interest expense |
(20,463 |
) |
|
(20,379 |
) |
|
(15,491 |
) |
|
(80,190 |
) |
|
(30,664 |
) |
(4,725 |
) |
(Losses)/Gains on derivative instruments |
(13,115 |
) |
|
9,689 |
|
|
(935 |
) |
|
7,278 |
|
|
8,592 |
|
— |
|
Other financial items, net |
(426 |
) |
|
(605 |
) |
|
(299 |
) |
|
(1,838 |
) |
|
(2,526 |
) |
622 |
|
Financial income/(expense), net |
(32,261 |
) |
|
(9,119 |
) |
|
(15,842 |
) |
|
(66,523 |
) |
|
(23,325 |
) |
(4,099 |
) |
|
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Income before income taxes and non-controlling interests |
22,790 |
|
|
39,217 |
|
|
33,039 |
|
|
176,919 |
|
|
87,611 |
|
23,629 |
|
Income taxes, net |
(375 |
) |
|
(47 |
) |
|
30 |
|
|
(556 |
) |
|
(111 |
) |
(385 |
) |
Net income |
22,415 |
|
|
39,170 |
|
|
33,069 |
|
|
176,363 |
|
|
87,500 |
|
23,244 |
|
Net (income)/loss attributable to non-controlling interests |
(351 |
) |
|
(340 |
) |
|
144 |
|
|
(1,634 |
) |
|
(1,758 |
) |
(8,206 |
) |
Net income attributable to the Owners of |
22,064 |
|
|
38,830 |
|
|
33,213 |
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|
174,729 |
|
|
85,742 |
|
15,038 |
|
|
|
|
|
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Net income/(loss) attributable to: |
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Owners of |
22,064 |
|
|
38,830 |
|
|
33,213 |
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|
174,729 |
|
|
85,742 |
|
15,038 |
|
Non-controlling interests |
351 |
|
|
340 |
|
|
(144 |
) |
|
1,634 |
|
|
1,758 |
|
8,206 |
|
Net income |
22,415 |
|
|
39,170 |
|
|
33,069 |
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|
176,363 |
|
|
87,500 |
|
23,244 |
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(1) |
The commencement of operations and funding of CoolCo and the acquisition of its initial TFDE LNG carriers, |
(2) |
Predecessor period includes results derived from the carve-out of historical operations from Golar entities acquired by CoolCo as part of the Vessel SPA and ManCo SPA until the day before the staggered acquisition date per legal entity during the period beginning from |
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS |
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At |
At |
(in thousands of $, except number of shares) |
2023 |
2022 |
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ASSETS |
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Current assets |
|
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Cash and cash equivalents |
133,496 |
129,135 |
Restricted cash and short-term deposits |
3,350 |
3,435 |
Intangible assets, net |
825 |
5,552 |
Trade receivable and other current assets |
12,923 |
6,225 |
Inventories |
3,659 |
991 |
Total current assets |
154,253 |
145,338 |
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Non-current assets |
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Restricted cash |
492 |
507 |
Intangible assets, net |
9,438 |
8,315 |
Newbuildings |
181,904 |
— |
Vessels and equipment, net |
1,700,063 |
1,893,407 |
Other non-current assets |
10,793 |
10,494 |
Total assets |
2,056,943 |
2,058,061 |
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LIABILITIES AND EQUITY |
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Current liabilities |
|
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Current portion of long-term debt and short-term debt |
194,413 |
180,065 |
Trade payables and other current liabilities |
98,917 |
98,524 |
Total current liabilities |
293,330 |
278,589 |
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Non-current liabilities |
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Long-term debt |
866,671 |
958,237 |
Other non-current liabilities |
90,362 |
105,722 |
Total liabilities |
1,250,363 |
1,342,548 |
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Equity |
|
|
Owners' equity includes 53,702,846 (2022: 53,688,462) common shares of |
735,990 |
646,557 |
Non-controlling interests |
70,590 |
68,956 |
Total equity |
806,580 |
715,513 |
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Total liabilities and equity |
2,056,943 |
2,058,061 |
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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
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For the twelve months ended |
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Jan-Dec 2023 |
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Jan-Dec 2022 |
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(in thousands of $) |
Successor
|
|
Successor
|
Predecessor
|
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Operating activities |
|
|
|
|
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Net income |
176,363 |
|
|
87,500 |
|
23,244 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
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|
|
|
|||
Depreciation and amortization expenses |
76,629 |
|
|
45,935 |
|
5,745 |
|
Amortization of intangible assets and liabilities arising from charter agreements, net |
(17,628 |
) |
|
(22,286 |
) |
— |
|
Amortization of deferred charges and fair value adjustments |
4,124 |
|
|
2,540 |
|
1,588 |
|
Gain on sale of |
(42,549 |
) |
|
— |
|
— |
|
Drydocking expenditure |
(4,547 |
) |
|
(294 |
) |
— |
|
Compensation cost related to share-based payment |
2,447 |
|
|
320 |
|
238 |
|
Change in fair value of derivative instruments |
3,306 |
|
|
(8,351 |
) |
— |
|
Share based payments |
(232 |
) |
|
— |
|
— |
|
Changes in assets and liabilities: |
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|
|
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Trade accounts receivable |
(7,044 |
) |
|
(427 |
) |
(117 |
) |
Inventories |
(2,668 |
) |
|
— |
|
— |
|
Other current and other non-current assets |
(3,864 |
) |
|
4,426 |
|
(7,226 |
) |
Amounts (due to) / from related parties |
(1,254 |
) |
|
(238 |
) |
1,252 |
|
Trade accounts payable |
18,486 |
|
|
640 |
|
(400 |
) |
Accrued expenses |
(6,367 |
) |
|
7,073 |
|
(180 |
) |
Other current and non-current liabilities |
3,724 |
|
|
1,396 |
|
2,957 |
|
Net cash provided by operating activities |
198,926 |
|
|
118,234 |
|
27,101 |
|
|
|
|
|
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Investing activities |
|
|
|
|
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Additions to vessels and equipment |
(13,801 |
) |
|
— |
|
— |
|
Additions to newbuildings |
(181,287 |
) |
|
— |
|
— |
|
Proceeds on sale of vessel |
184,300 |
|
|
— |
|
— |
|
Additions to intangible assets |
(1,344 |
) |
|
— |
|
— |
|
Consideration for acquisition of vessels and management entities |
— |
|
|
(353,506 |
) |
— |
|
Net cash provided by / (used in) investing activities |
(12,132 |
) |
|
(353,506 |
) |
— |
|
|
|
|
|
|
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Financing activities |
|
|
|
|
|||
Proceeds from short-term and long-term debt |
110,000 |
|
|
570,000 |
|
— |
|
Repayments of short-term and long-term debt |
(203,130 |
) |
|
(96,724 |
) |
(498,832 |
) |
Repayments of Parent's funding |
— |
|
|
— |
|
(136,351 |
) |
Financing arrangement fees and other costs |
(1,892 |
) |
|
(7,382 |
) |
— |
|
(Repayments to) / contributions from CoolCo in connection with acquisition, net of equity proceeds |
— |
|
|
(581,072 |
) |
581,072 |
|
Net proceeds from equity raise |
— |
|
|
432,635 |
|
— |
|
Cash dividends paid |
(87,511 |
) |
|
— |
|
— |
|
Net cash used in / (provided by) financing activities |
(182,533 |
) |
|
317,457 |
|
(54,111 |
) |
|
|
|
|
|
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Net increase / (decrease) in cash, cash equivalents and restricted cash |
4,261 |
|
|
82,185 |
|
(27,010 |
) |
Cash, cash equivalents and restricted cash at beginning of period |
133,077 |
|
|
50,892 |
|
77,902 |
|
Cash, cash equivalents and restricted cash at end of period |
137,338 |
|
|
133,077 |
|
50,892 |
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY |
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For the twelve months ended |
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(in thousands of $, except number of shares) |
|
Number of
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|
Owners’
|
Additional
|
Retained
|
Owners'
|
Non- controlling Interests |
Total
|
|||||||
Consolidated successor balance at |
|
53,688,462 |
|
53,688 |
507,127 |
|
85,742 |
|
646,557 |
|
68,956 |
715,513 |
|
|||
Net income |
|
— |
|
— |
— |
|
174,729 |
|
174,729 |
|
1,634 |
176,363 |
|
|||
Share based payments contribution, net of share based payments |
|
— |
|
— |
2,215 |
|
— |
|
2,215 |
|
— |
2,215 |
|
|||
Restricted stock units |
|
14,384 |
|
15 |
(15 |
) |
— |
|
— |
|
— |
— |
|
|||
Dividends |
|
— |
|
— |
— |
|
(87,511 |
) |
(87,511 |
) |
— |
(87,511 |
) |
|||
Consolidated successor balance at |
|
53,702,846 |
|
53,703 |
509,327 |
|
172,960 |
|
735,990 |
|
70,590 |
806,580 |
|
(1) |
Additional paid-in capital refers to the amounts of capital contributed or paid-in over and above the par value of the Company's issued share capital. |
|
|
|
|
For the twelve months ended |
||||||||||||
(in thousands of $, except number of shares) |
|
Number of
|
|
Parent’s /
|
Contributed/
|
Retained
|
Total
|
Non- controlling Interests |
Total
|
|||||||
Combined carve-out predecessor balance at |
|
1,010,000 |
|
|
1,010 |
|
779,852 |
|
(212,305 |
) |
568,557 |
|
174,498 |
|
743,055 |
|
Net income |
|
— |
|
|
— |
|
— |
|
15,038 |
|
15,038 |
|
8,206 |
|
23,244 |
|
Share based payments contribution |
|
— |
|
|
— |
|
238 |
|
— |
|
238 |
|
— |
|
238 |
|
Deconsolidation of lessor VIEs |
|
— |
|
|
— |
|
— |
|
— |
|
— |
|
(115,412 |
) |
(115,412 |
) |
Combined carve-out predecessor balance upon disposal |
|
1,010,000 |
|
|
1,010 |
|
780,090 |
|
(197,267 |
) |
583,833 |
|
67,292 |
|
651,125 |
|
Cancellation of Parent's equity |
|
(1,000,000 |
) |
|
(1,000 |
) |
(780,090 |
) |
197,267 |
|
(583,823 |
) |
— |
|
(583,823 |
) |
Combined carve-out equity balance prior to acquisition |
|
10,000 |
|
|
10 |
|
— |
|
— |
|
10 |
|
67,292 |
|
67,302 |
|
Consolidated successor balance upon acquisition |
|
10,000 |
|
|
10 |
|
— |
|
— |
|
10 |
|
— |
|
10 |
|
Issuance of shares from private placement |
|
27,500,000 |
|
|
27,500 |
|
239,153 |
|
— |
|
266,653 |
|
— |
|
266,653 |
|
Issuance of shares to Golar |
|
12,500,000 |
|
|
12,500 |
|
115,350 |
|
— |
|
127,850 |
|
— |
|
127,850 |
|
Recognition of non-controlling interest upon acquisition |
|
— |
|
|
— |
|
— |
|
— |
|
— |
|
67,292 |
|
67,292 |
|
Issuance of shares from second private placement |
|
13,678,462 |
|
|
13,678 |
|
152,304 |
|
— |
|
165,982 |
|
— |
|
165,982 |
|
Fair value adjustment in relation to acquisition |
|
— |
|
|
— |
|
— |
|
— |
|
— |
|
(94 |
) |
(94 |
) |
Net income |
|
— |
|
|
— |
|
— |
|
85,742 |
|
85,742 |
|
1,758 |
|
87,500 |
|
Share based payments contribution |
|
— |
|
|
— |
|
320 |
|
— |
|
320 |
|
— |
|
320 |
|
Consolidated successorbalance at |
|
53,688,462 |
|
|
53,688 |
|
507,127 |
|
85,742 |
|
646,557 |
|
68,956 |
|
715,513 |
|
(1) |
Contributed / Additional paid-in capital refers to the amounts 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
Non-GAAP measure |
Closest equivalent US GAAP measure |
Adjustments to reconcile to primary financial statements prepared under US GAAP |
Rationale for adjustments |
Performance Measures |
|||
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. |
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 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 |
|||||||
|
Oct-Dec 2023 |
|
Jul-Sep 2023 |
|
Oct-Dec 2022 |
|||
(in thousands of $) |
Successor
|
|
Successor
|
|
Successor
|
|||
Net income |
22,415 |
|
|
39,170 |
|
|
33,069 |
|
Other non-operating income |
— |
|
|
— |
|
|
— |
|
Interest income |
(1,743 |
) |
|
(2,176 |
) |
|
(883 |
) |
Interest expense |
20,463 |
|
|
20,379 |
|
|
15,491 |
|
Gains on derivative instruments |
13,115 |
|
|
(9,689 |
) |
|
935 |
|
Other financial items, net |
426 |
|
|
605 |
|
|
299 |
|
Income taxes, net |
375 |
|
|
47 |
|
|
(30 |
) |
Depreciation and amortization |
18,898 |
|
|
18,936 |
|
|
17,522 |
|
Amortization of intangible assets and liabilities - charter agreements, net |
(4,517 |
) |
|
(4,518 |
) |
|
(7,782 |
) |
Adjusted EBITDA |
69,432 |
|
|
62,754 |
|
|
58,621 |
|
|
For the twelve months ended |
||||||
|
Jan-Dec 2023 |
|
Jan-Dec 2022 |
||||
(in thousands of $) |
Successor
|
|
Successor
|
Predecessor
|
|||
Net income |
176,363 |
|
|
87,500 |
|
23,244 |
|
Other non-operating income |
(42,549 |
) |
|
— |
|
— |
|
Interest income |
(8,227 |
) |
|
(1,273 |
) |
(4 |
) |
Interest expense |
80,190 |
|
|
30,664 |
|
4,725 |
|
Gains on derivative instruments |
(7,278 |
) |
|
(8,592 |
) |
— |
|
Other financial items, net |
1,838 |
|
|
2,526 |
|
(622 |
) |
Income taxes, net |
556 |
|
|
111 |
|
385 |
|
Depreciation and amortization |
76,629 |
|
|
45,935 |
|
5,745 |
|
Amortization of intangible assets and liabilities - charter agreements, net |
(17,628 |
) |
|
(22,286 |
) |
— |
|
Adjusted EBITDA |
259,894 |
|
|
134,585 |
|
33,473 |
|
Average daily TCE |
||||||||
|
For the three months ended |
|||||||
|
Oct-Dec 2023 |
|
Jul-Sep 2023 |
|
Oct-Dec 2022 |
|||
(in thousands of $, except number of days and average daily TCE) |
Successor
|
|
Successor
|
|
Successor
|
|||
Time and voyage charter revenues |
89,319 |
|
|
84,523 |
|
|
79,032 |
|
Voyage, charter hire and commission expenses, net |
(1,019 |
) |
|
(1,137 |
) |
|
(432 |
) |
|
88,300 |
|
|
83,386 |
|
|
78,600 |
|
Calendar days less scheduled off-hire days |
1,012 |
|
|
1,012 |
|
|
940 |
|
Average daily TCE (to the closest |
|
|
|
|
|
|
|
|
|
For the twelve months ended |
||||||
|
Jan-Dec 2023 |
|
Jan-Dec 2022 |
||||
(in thousands of $, except number of days and average daily TCE) |
Successor
|
|
Successor
|
Predecessor
|
|||
Time and voyage charter revenues |
347,081 |
|
|
183,567 |
|
37,289 |
|
Voyage, charter hire and commission expenses, net |
(4,532 |
) |
|
(1,644 |
) |
(1,229 |
) |
|
342,549 |
|
|
181,923 |
|
36,060 |
|
Calendar days less scheduled off-hire days |
4,096 |
|
|
2,493 |
|
631 |
|
Average daily TCE (to the closest |
|
|
|
|
|
|
|
(1) |
The commencement of operations and funding of CoolCo and the acquisition of its initial TFDE LNG carriers, |
(2) |
Predecessor period includes results derived from the carve-out of historical operations from Golar entities acquired by CoolCo as part of the Vessel SPA and ManCo SPA until the day before the staggered acquisition date per legal entity during the period beginning from |
Reconciliations - Liquidity measures
Total Contractual Debt |
||
(in thousands of $) |
At |
At |
Total debt (current and non-current) net of deferred finance charges |
1,061,084 |
1,138,302 |
Add: VIE consolidation and fair value adjustments |
97,245 |
106,829 |
Add: Deferred finance charges |
5,563 |
6,186 |
Total Contractual Debt |
1,163,892 |
1,251,317 |
Total Company Cash |
||||
(in thousands of $) |
At |
At |
||
Cash and cash equivalents |
133,496 |
|
129,135 |
|
Restricted cash and short-term deposits |
3,842 |
|
3,942 |
|
Less: VIE restricted cash |
(3,350 |
) |
(3,435 |
) |
Total Company Cash |
133,988 |
|
129,642 |
|
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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240227264780/en/
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