Cool Company Ltd. Q3 2025 Business Update
LONDON--( BUSINESS WIRE)--This release includes business updates and unaudited interim financial results for the three months ("Q3", "Q3 2025" or the "Quarter") and nine months (“9M 2025”) ended September 30, 2025 of Cool Company Ltd. ("CoolCo" or the "Company").
Quarterly Highlights and Subsequent Events
Financial Highlights
The table below sets forth certain key financial information for Q3 2025, Q2 2025, Q3 2024 and the nine months ended September 30, 2025 (“9M 2025”) and 2024 (“9M 2024”).
(in thousands of $, except average daily TCE)
Q3 2025
Q2 2025
Q3 2024
9M 2025
9M 2024
Time and voyage charter revenues
81,733
81,154
77,745
244,026
232,856
Total operating revenues
86,311
85,475
82,434
257,332
253,931
Operating income
32,554
37,046
38,948
104,191
124,406
Net income 1
10,847
11,858
8,124
31,777
71,414
Adjusted EBITDA 2
52,618
56,547
53,722
162,567
167,942
Average daily TCE 2 (to the closest $100)
70,500
69,900
81,600
70,300
79,000
1 Net income includes a mark-to-market net gain on interest rate swaps amounting to $0.6 million for Q3 2025, compared to a net loss of $2.2 million for Q2 2025, of which $0.9 million was an unrealized loss for Q3 2025 compared to an unrealized loss of $3.6 million for Q2 2025.
2 Refer to 'Appendix A - Non-GAAP financial measures and definitions’, for definitions of this measure and a reconciliation to the nearest GAAP measure.
Operational Review
CoolCo's fleet maintained strong performance in the Quarter, achieving a 91% fleet utilization during Q3 2025 (Q2 2025: 94%). During the Quarter, the Kool Boreas and Kool Firn completed their respective drydocks. The Kool Boreas also received LNGE upgrades which included a high-capacity sub-cooler retrofit and various other performance enhancements.
Financing and Liquidity
As of September 30, 2025, CoolCo had cash and cash equivalents of $117.6 million and total short and long-term debt, net of deferred finance charges, amounting to $1,373.0 million. Total Contractual Debt 2 stood at $1,387.8 million, which is comprised of $418.6 million in respect of the Senior Secured Reducing Revolving Credit Facility (the “RRCF”) maturing in December 2029, $591.1 million in respect of our upsized term loan facility (the “upsized TLF May 2029”) maturing in May 2029, and sale and leaseback financing arrangements in respect of the Kool Tiger, amounting to $174.0 million maturing in October 2034 and GAIL Sagar, amounting to $204.1 million maturing in January 2039.
Corporate and Other Matters
On September 29, 2025, the Company announced board approval of, and entry into an agreement for (the “Merger Agreement”), a merger of CoolCo with a newly formed, wholly owned Subsidiary of EPS (the “Merger Sub”). Pursuant to the Merger Agreement, and subject to the terms and conditions thereof, EPS will acquire all of the outstanding shares of CoolCo that are not already held by EPS in exchange for $9.65 in cash per common share. The transaction will be implemented through a merger of Merger Sub with and into CoolCo. The transaction is expected to close in the fourth quarter of 2025 or the first quarter of 2026, subject to the receipt of the Required Shareholder Approval and the satisfaction or waiver of the remaining closing conditions - each as described in the Merger Agreement.
After the consummation of the merger, the Company’s shares will be delisted from the New York Stock Exchange and Euronext Growth Oslo.
The Company previously initiated purchases under its share repurchase program, announced in April 2025, to repurchase up to 7,000,000 shares for a total amount of up to $40 million through the end of 2026.
Under the Company’s share repurchase program, the Company purchased a total of 858,689 shares at an average price of $5.77 per share, for the period from April 7, 2025 through August 15, 2025. Since then, the Company has terminated its stock repurchase program due to its entry into the Merger Agreement.
As of November 14, 2025, CoolCo had 52,868,029 shares issued and outstanding, excluding the 858,689 treasury shares held by the Company (as a result of the share repurchases). Of the outstanding shares, 31,354,390 (59.3%) shares were owned by EPS and 21,513,639 (40.7%) shares were owned by other investors in the public markets.
2 Refer to 'Appendix A - Non-GAAP financial measures and definitions’, for definitions of this measure 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 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, including statements 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,” “outlook,” “project,” “plan,” “potential,” “scheduled”, “on-track”, “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 the timing and expected completion of the merger with EPS, industry and business trends, outlook and prospects, expected trends in the shipping and chartering market, scheduled run-rate of LNG production, expectations about prospects for the market, charters and terms thereof including start dates and charter rates, expected drydockings including the timing, number and duration thereof, our liquidity, our share buyback program and other non-historical statements.
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:
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 period ended September 30, 2025, 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 period ended September 30, 2025 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.
Cool Company Ltd.
Unaudited Condensed Consolidated Statements of Operations
For the three months ended
For the nine months ended
(in thousands of $)
Jul-Sep 2025
Apr-Jun 2025
Jul-Sep 2024
Jan-Sep 2025
Jan-Sep 2024
Time and voyage charter revenues
81,733
81,154
77,745
244,026
232,856
Vessel and other management fee revenues
872
636
767
2,251
8,169
Amortization of intangible assets and liabilities - charter agreements, net
3,706
3,685
3,922
11,055
12,906
Total operating revenues
86,311
85,475
82,434
257,332
253,931
Vessel operating expenses
(19,467
)
(18,829
)
(17,950
)
(57,315
)
(52,581
)
Voyage, charter hire and commission expenses, net
(2,969
)
(2,069
)
(1,179
)
(9,599
)
(3,518
)
Administrative expenses
(7,551
)
(4,345
)
(5,661
)
(16,796
)
(16,984
)
Depreciation and amortization
(23,770
)
(23,186
)
(18,696
)
(69,431
)
(56,442
)
Total operating expenses
(53,757
)
(48,429
)
(43,486
)
(153,141
)
(129,525
)
Operating income
32,554
37,046
38,948
104,191
124,406
Financial income/(expense):
Interest income
1,122
1,202
1,186
3,869
4,248
Interest expense
(22,966
)
(23,136
)
(18,825
)
(69,194
)
(57,683
)
Gains/(losses) on derivative instruments
557
(2,206
)
(12,485
)
(5,498
)
2,881
Other financial items, net
(333
)
(880
)
(533
)
(1,246
)
(1,985
)
Financial expenses, net
(21,620
)
(25,020
)
(30,657
)
(72,069
)
(52,539
)
Income before income taxes and non-controlling interests
10,934
12,026
8,291
32,122
71,867
Income taxes, net
(87
)
(168
)
(167
)
(345
)
(453
)
Net income
10,847
11,858
8,124
31,777
71,414
Net income attributable to non-controlling interests
—
—
25
—
(624
)
Net income attributable to the Owners of Cool Company Ltd.
10,847
11,858
8,149
31,777
70,790
Net income attributable to:
Owners of Cool Company Ltd.
10,847
11,858
8,149
31,777
70,790
Non-controlling interests
—
—
(25
)
—
624
Net income
10,847
11,858
8,124
31,777
71,414
Cool Company Ltd.
Unaudited Condensed Consolidated Balance Sheets
At September 30,
At December 31,
(in thousands of $, except number of shares)
2025
2024
(Audited)
ASSETS
Current assets
Cash and cash equivalents
117,646
165,274
Trade receivable and other current assets
15,268
7,643
Inventories
5,427
3,666
Intangible assets, net
340
629
Total current assets
138,681
177,212
Non-current assets
Restricted cash
507
446
Intangible assets, net
5,852
7,469
Newbuildings
—
105,668
Vessels and equipment, net
2,159,256
1,939,626
Other non-current assets
5,996
12,715
Total assets
2,310,292
2,243,136
LIABILITIES AND EQUITY
Current liabilities
Current portion of long-term debt and short-term debt
77,968
141,996
Trade payable and other current liabilities
85,299
101,734
Total current liabilities
163,267
243,730
Non-current liabilities
Long-term debt
1,295,053
1,163,879
Other non-current liabilities
61,916
74,027
Total liabilities
1,520,236
1,481,636
Equity
Owners' equity includes 52,868,029 (2024: 53,726,718) common shares of $1.00 each, issued and outstanding
790,056
761,500
Total equity
790,056
761,500
Total liabilities and equity
2,310,292
2,243,136
Cool Company Ltd.
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands of $)
Jan-Sep
2025
Jan-Sep
2024
Operating activities
Net income
31,777
71,414
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expenses
69,431
56,442
Amortization of intangible assets and liabilities arising from charter agreements, net
(11,055
)
(12,906
)
Amortization of deferred charges and fair value adjustments
2,660
2,899
Drydocking expenditure
(27,717
)
(14,636
)
Compensation cost related to share-based payment, net
1,750
1,640
Change in fair value of derivative instruments
9,708
6,356
Changes in assets and liabilities:
Trade accounts receivable
(6,302
)
5,450
Inventories
(1,761
)
2,750
Other current and other non-current assets
(886
)
(3,655
)
Amounts due from / (to) related parties
511
(479
)
Trade accounts payable
2,720
584
Accrued expenses
9,961
(7,545
)
Other current and non-current liabilities
(13,325
)
6,096
Net cash provided by operating activities
67,472
114,410
Investing activities
Additions to vessels and equipment
(31,911
)
(15,085
)
Additions to newbuildings
(139,779
)
(23,391
)
Additions to intangible assets
—
(132
)
Net cash used in investing activities
(171,690
)
(38,608
)
Financing activities
Proceeds from short-term and long-term debt
135,892
74,848
Repayments of short-term and long-term debt
(69,747
)
(72,513
)
Financing arrangement fees and other costs
(4,523
)
(4,830
)
Cash dividends paid
—
(66,054
)
Purchase of treasury shares
(4,971
)
—
Net cash provided by / (used in) financing activities
56,651
(68,549
)
Net (decrease) / increase in cash, cash equivalents and restricted cash
(47,567
)
7,253
Cash, cash equivalents and restricted cash at beginning of period
165,720
137,338
Cash, cash equivalents and restricted cash at end of period
118,153
144,591
Cool Company Ltd.
Unaudited Condensed Consolidated Statements of Changes in Equity
For the nine months ended September 30, 2025
(in thousands of $, except number of shares)
Number of
common shares
Owners’ Share Capital
Treasury shares
Additional Paid-in Capital (1)
Retained Earnings
Owners' Equity
Non-
controlling
Interests (2)
Total
Equity
Consolidated balance at December 31, 2024 (audited)
53,726,718
53,727
—
510,780
196,993
761,500
—
761,500
Net income
—
—
—
—
31,777
31,777
—
31,777
Share based payments contribution
—
—
—
1,773
—
1,773
—
1,773
Forfeitures of share based compensation
—
—
—
(23)
—
(23)
—
(23)
Purchase of treasury shares
(858,689)
—
(4,971)
—
—
(4,971)
—
(4,971)
Consolidated balance at
September 30, 2025
52,868,029
53,727
(4,971)
512,530
228,770
790,056
—
790,056
For the nine months ended September 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 (audited)
53,702,846
53,703
509,327
172,960
735,990
70,590
806,580
Net income
—
—
—
70,790
70,790
624
71,414
Share based payments contribution
—
—
1,773
—
1,773
—
1,773
Forfeitures of share based compensation
—
—
(133)
—
(133)
—
(133)
Dividends
—
—
—
(66,054)
(66,054)
—
(66,054)
Consolidated balance at
September 30, 2024
53,702,846
53,703
510,967
177,696
742,366
71,214
813,580
(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.
(2)
On November 14, 2024, the Company exercised its options to repurchase Kool Ice and Kool Kelvin from the financing lessor SPVs. After exercising the repurchase options, the Company no longer held a variable interest in the lessor SPVs and therefore the Company deconsolidated the lessor SPVs from its financial results. As a result, the equity attributable to lessor SPVs included within non-controlling interests has been deconsolidated.
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 US 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 of these non-GAAP measures to the closest US GAAP measures should be carefully evaluated.
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
Adjusted EBITDA
Net income
+/-Income taxes, net
+ Depreciation and amortization
+/- Net financial expense, representing: Interest income, Interest expense,(Gains)/losses on derivative instruments and Other financial items, net
+/- Amortization of intangible assets and liabilities - charter agreements, net
+/- Other non-operating income
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 income tax.
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
+ Deferred finance charges
Contractual debt represents our actual debt obligations under our various financing arrangements.
We believe that this 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.
Reconciliations - Performance Measures
Adjusted EBITDA
For the three months ended
(in thousands of $)
Jul-Sep
2025
Apr-Jun
2025
Jul-Sep
2024
Net income
10,847
11,858
8,124
Income taxes, net
87
168
167
Depreciation and amortization
23,770
23,186
18,696
Interest income
(1,122)
(1,202)
(1,186)
Interest expense
22,966
23,136
18,825
Other financial items, net
333
880
533
(Gains)/losses on derivative instruments
(557)
2,206
12,485
Amortization of intangible assets and liabilities - charter agreements, net
(3,706)
(3,685)
(3,922)
Adjusted EBITDA
52,618
56,547
53,722
For the nine months ended
(in thousands of $)
Jan-Sep
2025
Jan-Sep
2024
Net income
31,777
71,414
Income taxes, net
345
453
Depreciation and amortization
69,431
56,442
Interest income
(3,869)
(4,248)
Interest expense
69,194
57,683
Other financial items, net
1,246
1,985
Losses/(gains) on derivative instruments
5,498
(2,881)
Amortization of intangible assets and liabilities - charter agreements, net
(11,055)
(12,906)
Adjusted EBITDA
162,567
167,942
Average daily TCE
For the three months ended
(in thousands of $, except number of days and average daily TCE)
Jul-Sep
2025
Apr-Jun
2025
Jul-Sep
2024
Time and voyage charter revenues
81,733
81,154
77,745
Voyage, charter hire and commission expenses, net
(2,969
)
(2,069
)
(1,179
)
Time and voyage charter revenues, net
78,764
79,085
76,566
Calendar days less scheduled off-hire days
1,117
1,132
938
Average daily TCE (to the closest $100)
$
70,500
$
69,900
$
81,600
For the nine months ended
(in thousands of $, except number of days and average daily TCE)
Jan-Sep
2025
Jan-Sep
2024
Time and voyage charter revenues
244,026
232,856
Voyage, charter hire and commission expenses, net
(9,599
)
(3,518
)
Time and voyage charter revenues, net
234,427
229,338
Calendar days less scheduled off-hire days
3,334
2,902
Average daily TCE (to the closest $100)
$
70,300
$
79,000
Reconciliations - Liquidity measures
Total Contractual Debt
(in thousands of $)
At September 30,
2025
At December 31,
2024
Total debt (current and non-current), net of deferred finance charges
1,373,021
1,305,875
Add: Deferred finance charges
14,816
15,815
Total Contractual Debt
1,387,837
1,321,690
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.