LONDON, ENGLAND--(Marketwire - Nov. 10, 2009) - Global Ship Lease, Inc. (NYSE:GSL)(NYSE:GSL.U)(NYSE:GSL.WS), a containership charter owner, announced today its unaudited results for the three months ended September 30, 2009.
Third Quarter and Year-to-Date 2009 Highlights
- Generated $15.4 million of cash in the third quarter of 2009 and $45.5 million in the nine months ended September 30, 2009
- Reported revenue of $37.6 million for the third quarter of 2009 up 57% on $23.9 million for the third quarter 2008 due to the purchase of four additional vessels in December 2008 and one additional vessel in August 2009 and $108.8 million for the nine months ended September 30, 2009 up 58% on $68.7 million for the nine months ended September 30, 2008
- Reported normalized net earnings of $6.2 million, or $0.12 per share, for the third quarter of 2009, excluding a $8.1 million non-cash interest rate derivative mark-to-market charge and $2.0 million deferred financing costs written off on an accelerated basis. For the nine months ended September 30, 2009, normalized net earnings was $19.4 million, or $0.36 per share, excluding $12.8 million non-cash mark-to-market gain and $2.2 million deferred financing costs written off on an accelerated basis
- Including the non-cash mark-to-market and deferred financing costs items, reported net loss was $3.9 million, or $(0.07) loss per share, for the third quarter of 2009 and net gain was $30.0 million, or $0.56 per share, for the nine months ended September 30, 2009
- Purchased CMA CGM Berlioz, a 2001-built 6,627 TEU container vessel, in August 2009 for $82 million. The vessel is chartered to CMA CGM for 12 years
- Amended the credit facility in August 2009 to suspend loan-to-value tests effectively until second quarter 2011. The amendment also allowed further borrowings to finance the purchase of CMA CGM Berlioz, cancelled all undrawn commitments and requires prepayments based on free cash flow. No common dividends can be declared or paid until the later of November 30, 2010 or when loan-to-value falls to 75% or below
Ian Webber, Chief Executive Officer of Global Ship Lease, stated, "During the third quarter, Global Ship Lease's entire fleet remained secured on long-term contracts and the business model continued to perform as expected. Our contracted revenue and capped operating cost agreements enabled the Company to once again record strong and consistent revenue and cash flow. Complementing our operating performance, we grew our fleet and contracted revenue with the purchase of the CMA CGM Berlioz in August 2009. As anticipated, we also finalized an amendment to our credit facility during August."
Results for Three And Nine months ended September 30, 2009
Comparative financial information for the three and nine months ended September 30, 2008 is prepared under predecessor accounting rules and includes the results of operations of two of the Company's vessels for part of January 2008 when they were owned by CMA CGM, a privately owned French container shipping company, and operated in CMA CGM's business of earning revenue from carrying containerized cargo. Global Ship Lease commenced its business of time chartering out vessels in December 2007 when it purchased 10 container vessels from CMA CGM. The Company purchased the two additional vessels from CMA CGM in January 2008 and has subsequently purchased an additional five vessels. The predecessor and Global Ship Lease business models are not comparable.
Further, there were significant changes to the Company's legal and capital structure arising from the merger on August 14, 2008, which resulted in the Company becoming listed on the New York Stock Exchange. Accordingly, selected comparative information is presented.
(1) Comparative data for the three and nine months ended September 30, 2008 relates to the Company's time charter business only and therefore excludes the results from containerized transportation undertaken by the predecessor group
(2) Comparative data is not presented due to the significant changes to the legal and capital structure arising from the merger on August 14, 2008 resulting in the Company being listed on the New York Stock Exchange
(3) Normalized net earnings, normalized earnings per share, and adjusted cash from operations are non-US Generally Accepted Accounting Principles (US GAAP) measures, as explained further in this press release, and reconciliations are provided to the interim unaudited financial information
(4) Based on the combination of time charter activity for Predecessor and Successor periods
Revenue and Utilization
Global Ship Lease owned sixteen vessels up to August 26, 2009 when CMA CGM Berlioz was purchased. The fleet generated revenue from fixed rate long-term time charters of $37.6 million in the three months ended September 30, 2009 up 57% on revenue of $23.9 million for the comparative period in 2008 due to the purchase of four additional ships in December 2008 and one in August 2009. These five vessels have an average daily charter rate of $31,450 compared to an average daily charter rate of $22,685 for the previous fleet of 12 vessels. During the three months ended September 30, 2009, there were 1,508 ownership days, up 404 or 37% on 1,104 ownership days in the comparable period. CMA CGM Matisse was dry-docked, at a cost of $0.9 million, for 16 days in the quarter and there were four unplanned off-hire days in the three months ended September 30, 2009 giving utilization of 98.7%. In the comparable period of 2008, there were 18 unplanned off-hire days, giving utilization of 98.4%.
For the nine months ended September 30, 2009 revenue was $108.8 million, an increase of 58% compared to time charter revenue of $68.7 million in the comparative period. Ownership days at 4,404 were up 1,141, or 35%, on 3,263 in the comparative period. Utilization in the nine months ended September 30, 2009 was 98.7% up slightly on 98.6% in the comparative period.
Vessel Operating Expenses
Vessel operating expenses, which include costs of crew, lubricating oil, spares and insurance, were $10.3 million for the three months ended September 30, 2009. The average cost per ownership day was $6,820 down 5% from the average daily cost of $7,217 for the previous quarter due to an insurance related credit arising in the three months ended September 30, 2009 and due to the previous quarter including approximately $400,000 of spend on crane jib improvements and replacing radars and turbo charger grids, and down 5% from the average daily cost of $7,145 for the comparative period in 2008.
Vessel operating expenses were $31.5 million for the nine months ended September 30, 2009 or $7,156 per ownership day. This compares to $21.9 million vessel operating expenses associated with the time charter business in the comparative period or $6,703 per ownership day. The increase over 2008 is due mainly to increases in crew costs in the intervening period and the impact of the four vessels delivered in December 2008 which are on average larger than the previous vessels and are thus more expensive to operate.
Vessel operating expenses are at less than the capped amounts included in Global Ship Lease's ship management agreements.
Depreciation
Depreciation was $9.5 million for the three months ended September 30, 2009, including the effect of the purchase of four additional vessels in December 2008 and one in August 2009, compared to $5.2 million for the comparative period. In the nine months to September 30, 2009 depreciation was $27.2 million, up from $14.7 million for the time charter business in the comparative period in 2008.
General and Administrative Costs
General and administrative costs incurred were $2.0 million in the three months ended September 30, 2009, including $0.6 million non-cash charge for stock based incentives, compared to $1.5 million for the time charter business in the comparable period in 2008 when for half of the quarter the Company was a wholly-owned subsidiary of CMA CGM. In the nine months ended September 30, 2009 general and administrative costs were $6.6 million, including $2.2 million non-cash charge for stock based incentives, compared to $3.3 million in the comparative period.
Interest Expense
Interest expense, excluding the effect of interest rate derivatives which do not qualify for hedge accounting, for the three months ended September 30, 2009 was $7.9 million. This includes a non recurring write off of a portion of brought forward unamortized deferred financing costs of $2.0 million as a result of reduced borrowing capacity following the amendment to the credit facility agreed in August 2009. The Company's borrowings under its credit facility averaged approximately $564.4 million in the three months ended September 30, 2009 and there were $48.0 million preferred shares throughout the period. Interest expense in the comparative period in 2008 was $4.2 million based on average borrowings of $453.4 million in the quarter.
For the nine months ended September 30, 2009 net interest expense was $18.1 million including $2.2 million write off of deferred financing costs and based on average borrowings, including the preferred shares, of $597.6 million compared to $18.8 million net interest expense for the comparative period in 2008 based on average borrowings including the preferred shares of $536.0 million in the comparative period.
Change in Fair Value of Financial Instruments
The Company hedges the majority of its interest rate exposure by entering into derivatives that swap floating rate debt for fixed rate debt to provide long-term stability and predictability to cash flows. As these hedges do not qualify for hedge accounting under US GAAP, the outstanding hedges are marked to market at each period end with any change in the fair value being booked to the income and expenditure account. The Company's derivative hedging instruments led to a $12.0 million loss in the three months ended September 30, 2009, reflecting primarily movements in the forward curve for interest rates. Of this amount, $3.9 million was realized for settlements of swaps in the period and $8.1 million was unrealized for revaluation of the balance sheet position. This compares to a $6.7 million loss in the three months ended September 30, 2008 of which $0.3 million was realized and $6.4 million was unrealized. For the nine months ended September 30, 2009 the reported gain was $4.1 million comprising $8.7 million realized charge and $12.8 million unrealized gain. For the nine months ended September 30, 2008 the reported loss was $1.5 million of which $0.4 million was realized and $1.1 million was unrealized.
At September 30, 2009 the total mark-to-market unrealized loss recognized as a liability was $34.2 million.
Unrealized mark-to-market adjustments have no impact on operating performance or cash generation.
Net Earnings
Normalized net earnings was $6.2 million, or $0.12 per Class A and B common share, for the three months ended September 30, 2009 excluding the $8.1million non-cash interest rate derivative mark-to-market loss and $2.0 million write off of deferred financing costs following the reduction in the company's borrowing capacity. Including the mark-to-market loss and the deferred financing costs written off, the net loss was $3.9 million or $(0.07) loss per Class A and B common share.
Normalized net earnings was $19.4 million, or $0.36 per Class A and B common share, for the nine months ended September 30, 2009 excluding the $12.8 million non-cash interest rate derivative mark-to-market gain and $2.2 million deferred financing costs written off. Including these items, net income was $30.0 million or $0.56 per Class A and B common share.
Normalized net earnings and normalized earnings per share are non-US GAAP measures and are reconciled to the financial information included in this press release. We believe that they are useful measures with which to assess the Company's financial performance as they adjust for non-cash items that do not affect the Company's ability to generate cash.
Credit Facility
On August 20, 2009, the Company entered into an amendment to its credit facility, whereby the loan-to-value covenant has been waived up to and including November 30, 2010 with the next loan-to-value test scheduled for April 30, 2011. Further, Global Ship Lease was able to borrow sufficient funds under the credit facility to allow the purchase of the CMA CGM Berlioz in August 2009. Amounts borrowed under the amended credit facility bear interest at LIBOR plus a fixed interest margin of 3.50% up to November 30, 2010. Thereafter, the margin will be between 2.50% and 3.50% depending on the loan-to-value ratio.
In connection with the amended credit facility, all undrawn commitments of approximately $200 million were cancelled and Global Ship Lease may not pay dividends to common shareholders, instead using its cash flow to prepay borrowings under the credit facility. Global Ship Lease will be able to resume dividends after November 30, 2010 and once the loan-to-value is at or below 75%, when the prepayment of borrowings becomes fixed at $10 million per quarter. As part of the amendment, CMA CGM has agreed to defer redemption of the $48 million preferred shares it holds until after the final maturity of the credit facility in August 2016 and retain its current holding of approximately 24.4 million common shares at least until November 30, 2010.
Dividend
Global Ship Lease has agreed with its lenders that it will not declare or pay any dividend to common shareholders until the later of November 30, 2010 and when loan-to-value is at or below 75%. The board of directors will review the dividend policy when appropriate.
Adjusted Cash From Operations
Adjusted cash from operations was $15.4 million for the three months ended September 30, 2009 and was $45.5 million for the nine months then ended. Adjusted cash from operations is a non-US GAAP measure and is reconciled to the financial information further in this press release. The Company believes that it is a useful measure with which to assess the Company's operating performance as it adjusts for the effects of non-cash items.
Fleet Utilization
The table below shows fleet utilization for the three and nine months to September 30, 2009 and 2008. Unplanned offhire in the nine months ended September 30, 2009 includes 18 days in first quarter for drydock and associated repairs following a grounding and a seven day deviation to land a sick crew member.
Fleet
The following table provides information about the on-the-water fleet of 17 vessels chartered to CMA CGM.
The following table provides information about the contracted fleet.
Conference Call and Webcast
Global Ship Lease will hold a conference call to discuss the Company's results for the three months ended September 30, 2009 today, Tuesday, November 10, 2009 at 10:30 a.m. Eastern Time. There are two ways to access the conference call:
(1) Dial-in: (800) 289-0546 or (913) 312-0692; Passcode: 2534512
Please dial in at least 10 minutes prior to 10:30 a.m. Eastern Time to ensure a prompt start to the call.
(2) Live Internet webcast and slide presentation: http://www.globalshiplease.com
If you are unable to participate at this time, a replay of the call will be available through Tuesday, November 24, 2009 at (888) 203-1112 or (719) 457-0820. Enter the code 2534512 to access the audio replay. The webcast will also be archived on the Company's website: http://www.globalshiplease.com.
About Global Ship Lease
Global Ship Lease is a containership charter owner. Incorporated in the Marshall Islands, Global Ship Lease commenced operations in December 2007 with a business of owning and chartering out containerships under long-term, fixed rate charters to world class container liner companies.
Global Ship Lease currently owns 17 vessels with a total capacity of 66,297 TEU with a weighted average age at September 30, 2009 of 5.6 years. All of the current vessels are fixed on long-term charters to CMA CGM with an average remaining term of 9.3 years. The Company has contracts in place to purchase two 4,250 TEU newbuildings from German interests for approximately $77 million each that are scheduled to be delivered in the fourth quarter of 2010. The Company has agreements to charter out these newbuildings to Zim Integrated Shipping Services Limited for seven to eight years.
Reconciliation of Non-U.S. GAAP Financial Measures
A. Adjusted Cash From Operations
Adjusted cash from operations is a non-US GAAP measure and is reconciled to the financial information below. It represents net earnings adjusted for non-cash items including depreciation, amortization of deferred financing charges, accretion of earnings for intangible liabilities, charge for equity based incentive awards and change in fair value of derivatives. We also deduct an allowance for the cost of future drydockings, which due to their substantial and periodic nature could otherwise distort quarterly cashflow available for common dividends. Adjusted cash from operations is a non-US GAAP quantitative measure used to assist in the assessment of the Company's ability to generate cash. Adjusted cash from operations is not defined in accounting principles generally accepted in the United States and should not be considered to be an alternate to net earnings or any other financial metric required by such accounting principles. We believe that adjusted cash from operations is a useful measure with which to assess the Company's operating performance as it adjusts for the effects of non-cash items.
B. Normalized net earnings
Normalized net earnings is a non-US GAAP measure and is reconciled to the financial information below. It represents net earnings adjusted for the change in fair value of derivatives and the accelerated write off of a portion of deferred financing costs. Normalized net earnings is a non-GAAP quantitative measure which we believe will assist investors and analysts who often adjust reported net earnings for non-operating items such as change in fair value of derivatives to eliminate the effect of non cash non-operating items that do not affect operating performance or cash generated. Normalized net earnings is not defined in accounting principles generally accepted in the United States and should not be considered to be an alternate to net earnings or any other financial metric required by such accounting principles. Normalized net earnings per share is calculated based on normalized net earnings and the weighted average number of shares in the relevant period.
(1) Following reductions in the company's borrowing capacity under its credit facility, a proportion of unamortized deferred financing costs were written off.
(2) The weighted average number of shares (basic and diluted) for the three months ended September 30, 2009 excludes the effect of outstanding warrants and stock based incentive awards as these were anti dilutive. For the nine months ended September 30, 2009 the diluted weighted average number of shares includes the effect of outstanding stock based incentive awards but excludes the effect of outstanding warrants as these were anti dilutive.
Safe Harbor Statement
This communication contains forward-looking statements. Forward-looking statements provide Global Ship Lease's current expectations or forecasts of future events. Forward-looking statements include statements about Global Ship Lease's expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as "anticipate," "believe," "continue," "estimate," "expect," "intend," "may," "ongoing," "plan," "potential," "predict," "project," "will" or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. These forward-looking statements are based on assumptions that may be incorrect, and Global Ship Lease cannot assure you that these projections included in these forward-looking statements will come to pass. Actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors
The risks and uncertainties include, but are not limited to:
- future operating or financial results;
- general market conditions and shipping industry trends, including charter rates and factors affecting supply and demand;
- the financial condition of CMA CGM, the Company's sole charterer and sole source of operating revenue, and its ability to pay charterhire in accordance with the charters;
- the continued performance of existing long-term, fixed rate-time charters;
- Global Ship Lease's ability to meet its financial covenants and repay its credit facility;
- Global Ship Lease's financial condition and liquidity, including its ability to obtain additional waivers which might be necessary under its existing credit facility or obtain additional financing to fund capital expenditures, contracted and yet to be contracted vessel acquisitions including the two newbuildings to be purchased from German interests in the fourth quarter 2010 and other general corporate activities;
- expectations regarding the future growth of the container shipping industry, including the rate of annual demand and supply growth;
- future payments of dividends and the availability of cash for payment of dividends;
- Global Ship Lease's expectations relating to dividend payments and its ability to make such payments including the impact of constraints under its credit facility;
- future acquisitions, business strategy and expected capital spending;
- operating expenses, availability of crew, number of off-hire days, drydocking and survey requirements and insurance costs;
- assumptions regarding interest rates and inflation;
- change in the rate of growth of global and various regional economies;
- risks incidental to vessel operation, including piracy, discharge of pollutants and vessel accidents including total loss or constructive total loss;
- estimated future capital expenditures needed to preserve its capital base;
- Global Ship Lease's expectations about the availability of ships to purchase, the time that it may take to construct new ships, or the useful lives of its ships;
- Global Ship Lease's continued ability to enter into or renew long-term, fixed-rate charters;
- Global Ship Lease's ability to capitalize on its management team's and board of directors' relationships and reputations in the containership industry to its advantage;
- changes in governmental and classification societies' rules and regulations or actions taken by regulatory authorities;
- expectations about the availability of insurance on commercially reasonable terms;
- unanticipated changes in laws and regulations including taxation; and
- potential liability from future litigation.
Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Global Ship Lease's actual results could differ materially from those anticipated in forward-looking statements for many reasons specifically as described in Global Ship Lease's filings with the SEC. Accordingly, you should not unduly rely on these forward-looking statements, which speak only as of the date of this communication. Global Ship Lease undertakes no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this communication or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks Global Ship Lease describes in the reports it will file from time to time with the SEC after the date of this communication.
Global Ship Lease, Inc.
Interim Unaudited Combined Statements of Income
The interim unaudited combined financial statements up to September 30, 2009 include two distinct reporting periods (i) before August 15, 2008 ("Predecessor") and (ii) from August 15, 2008 ("Successor"), which relate to the period preceding the merger referred to in note 1 and the period succeeding the merger, respectively.
Global Ship Lease, Inc.
Interim Unaudited Combined Balance Sheets
The interim unaudited combined financial statements up to September 30, 2009 include two distinct reporting periods (i) before August 15, 2008 ("Predecessor") and (ii) from August 15, 2008 ("Successor"), which relate to the period preceding the merger referred to in note 1 and the period succeeding the merger, respectively.
Global Ship Lease, Inc.
Interim Unaudited Combined Balance Sheets (continued)
The interim unaudited combined financial statements up to September 30, 2009 include two distinct reporting periods (i) before August 15, 2008 ("Predecessor") and (ii) from August 15, 2008 ("Successor"), which relate to the period preceding the merger referred to in note 1 and the period succeeding the merger, respectively.
Global Ship Lease, Inc.
Interim Unaudited Combined Statements of Cash Flows
The interim unaudited combined financial statements up to September 30, 2009 include two distinct reporting periods (i) before August 15, 2008 ("Predecessor") and (ii) from August 15, 2008 ("Successor"), which relate to the period preceding the merger referred to in note 1 and the period succeeding the merger, respectively.
Interim Unaudited Operating Segments
Segment information reported below has been prepared on the same basis that it is reported internally to the Company's chief operating decision maker. The Company operated under two business models from which it derives its revenues reported within these interim unaudited combined financial statements: (i) the provision of vessels by the Company under time charters to container shipping companies and (ii) freight revenues generated by the containerized transportation of a broad range of industrial and consumer goods by the predecessor group. There are no transactions between reportable segments. Following the delivery of the initial 12 vessels in December 2007 and January 2008, the activity consists solely of the ownership and provision of vessels for container shipping under time charters.
The "Adjustment" columns in the tables below include (i) the elimination of the containerized transportation activity performed by the Predecessor up to August 14, 2008, and (ii) the IPO and merger costs expensed by the Predecessor.
During the three and nine months ended September 30, 2009 and 2008 the activities can be analyzed as follows:
FOR FURTHER INFORMATION PLEASE CONTACT:
Investor and Media Contacts:
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