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Nov 06, 2019

Global Ship Lease Reports Results for the Third Quarter of 2019

LONDON, Nov. 06, 2019 (GLOBE NEWSWIRE) -- Global Ship Lease, Inc. (NYSE:GSL) (the “Company” or "Global Ship Lease"), a containership charter owner, announced today its unaudited results for the three and nine month periods ended September 30, 2019.

Third Quarter and Year To Date Highlights

- Reported operating revenue of $65.9 million for the third quarter 2019. Operating revenue for the nine months ended September 30, 2019 was $193.5 million.

- Reported net income available to common shareholders of $9.9 million for the third quarter 2019.  For the nine months ended September 30, 2019, net income available to common shareholders was $28.8 million.

- Generated $39.9 million of Adjusted EBITDA(3) for the third quarter 2019. Adjusted EBITDA for the nine months ended September 30, 2019 was $119.2 million.

- Agreed a new charter for the 2003-built, 2,207 TEU, GSL Keta which commenced in late July 2019, for minimum 50 days / maximum 90 days to OOCL at a fixed rate of $8,700 per day. Further agreed in October 2019, an extension for minimum 100 days/ maximum 180 days from October 28, 2019 at an increased rate of $9,400 per day.

- In August 2019, the charterer of GSL Ningbo, a 2004-built, 8,667 TEU containership, exercised its option to extend the vessel’s charter for 12 months at a fixed rate of $18,000 per day starting from September 21, 2019.

- At our 2019 Annual Meeting of Shareholders held in August, our shareholders approved the re-election of Messrs. Michael Chalkias and George Giouroukos, Term II Directors, to serve until our 2022 Annual Meeting of Shareholders, and ratified the appointment of PricewaterhouseCoopers S.A. as our independent public accounting firm for the fiscal year ending December 31, 2019.

- In August 2019, CMA CGM exercised its option to extend the charter on GSL Julie by six months, commencing October 16, 2019, at an increased rate of $8,500 per day and agreed to extend the charter of CMA CGM Utrillo by six-seven months, commencing September 16, 2019, at a rate of $8,500 per day.

- In August 2019, MSC agreed to extend the charter of Maira by six-seven months, commencing September 17, 2019, at a rate of $8,250 per day.

- In September 2019, we entered into a new syndicated $268.0 million senior secured credit facility comprised of two tranches (the “New Senior Loan”) with Crédit Agricole, ABN AMRO, CIT, CTBC, Sinopac and Siemens as major commercial lenders. The first tranche of the New Senior Loan of $230.0 million was drawn down on September 23, 2019 and the proceeds were used to refinance five of our existing senior credit facilities which had maturities in December 2020 and April 2021 (the “First Tranche Refinancing”). As a result of the First Tranche Refinancing, three 2000-built, 6,000 TEU ships, Tasman, Dimitris Y and Ian H, became unencumbered. The second tranche of up to $38.0 million is available to us, on similar terms until May 2020 to facilitate further refinancing. The final maturity date of the New Senior Loan is September 2024. Borrowings under the New Senior Loan bear interest at LIBOR plus a margin of 3.0% and the scheduled amortization is $5.2 million per quarter.

- In September 2019, we refinanced all of the existing indebtedness under our Junior Facility in the amount of $38.5 million (the “New Junior Facility”), with the only substantive change being to extend its maturity from September 2023 to September 2024, consistent with the maturity date of the New Senior Loan. The other terms of the New Junior Facility remain consistent with the original Junior Facility, bearing interest at 10.0% and repayable in one balloon payment upon maturity.

- In September 2019, we entered into an agreement with certain affiliates of Kelso & Company, a U.S. private equity firm (“Kelso”), whereby Kelso agreed to amend its option to convert its outstanding Series C Preferred Shares into Class A common shares upon the repayment in full of our 9.875% First Priority Secured Notes due 2022 into an obligation.

- On October 1, 2019 we closed our upsized fully underwritten public offering of 7,613,788 Class A common shares, at a public offering price of $7.25 per share, for gross proceeds of approximately $55.2 million.  This includes the exercise in full by the underwriter of its option to purchase additional shares. The net proceeds, after underwriting discounts and commissions and expenses, are estimated to be $50.7 million and are to be used for general corporate purposes, including the acquisition of containerships or the prepayment of debt.

- In October 2019, we agreed a new charter with Feedertech for the 2007-built, 5,095 TEU Dolphin II commencing late November 2019, for minimum eight months/ maximum 12 months at a rate of $12,500 per day.

- In November 2019, we agreed to purchase two 2002-built, 6,650 TEU containerships, the first of which is expected to be delivered in December 2019 and the second in January 2020. The aggregate purchase price is approximately $3.0 million above scrap value.  The ships have charters in place through end 1Q2020 and mid 3Q2020 respectively (based on the mid-point of each charter redelivery window) which are expected to generate aggregate $2.8 million of Adjusted EBITDA. We intend to put debt facilities in place in due course in connection with the acquisition of these ships.

- In November 2019, we commenced our mandatory offer to purchase up to $20.0 million of our outstanding 9.875% First Priority Secured Notes due 2022 (the “Notes”) at a purchase price of 102% of the aggregate principle amount thereof plus accrued and unpaid interest (the “Annual Mandatory Offer”). The Annual Mandatory Offer is being made in accordance with the requirements of the indenture governing the Notes, and pursuant to an Offer to Purchase, dated October 25, 2019. The Annual Mandatory Offer is scheduled to expire at 5:00 p.m.New York City time, on November 25, 2019, unless extended by us.

George Youroukos, Executive Chairman of Global Ship Lease, stated, “Throughout the third quarter, we continued to make important progress in unlocking the full value of GSL’s leading commercial platform and high-quality, modern fleet.  The market for our fuel-efficient, in-demand vessels has remained strong, and with a minimal number of viable containerships currently sitting idle, we have continued to command strong rates on term charters. While sentiment in the containership sector remains under pressure from the ongoing US-China trade tensions, the trade lanes in which our vessel classes primarily operate have been largely unaffected and continue to show growth. This same negative sentiment has contributed to a continuing modest or zero orderbook for our vessel classes, projecting negative net vessel supply growth in the coming years. In this environment, we have once again acted opportunistically to purchase on attractive terms two vessels with charters in place that we believe have significant asset value and charter rate upside in a strengthening IMO 2020 environment.”

“With a highly promising multi-year outlook, forthcoming IMO 2020 regulations set to further increase the competitive advantages of our fuel-efficient fleet, and having taken decisive action to opportunistically acquire ships, strengthen our balance sheet, and lower our cost of capital, Global Ship Lease is in an excellent position to seize further opportunities to create lasting value for our shareholders.” 

Ian Webber, Chief Executive Officer of Global Ship Lease, commented, “During the quarter, we took advantage of the strong market fundamentals and our extensive 2019 chartering activity, which increased our contract cover significantly, by executing a $268.0 million long-term debt refinancing and a $55.2 million common equity offering, GSL’s first common equity offering since our IPO more than 10 years ago. In this way, we have reduced our leverage and cost of capital, increased our strategic and financial flexibility, and materially expanded our free float and trading volume. Our recent vessel acquisitions at levels just above scrap values have further enhanced our risk profile and improved our prospects for additional earnings growth and refinancing activity. With our comprehensively improved balance sheet and extensive forward visibility, we have substantial momentum as we look to further reduce our cost of capital and realize the full benefits of our commercial and financial platform.”

SELECTED FINANCIAL DATA – UNAUDITED

(thousands of U.S. dollars)

  Three Three Nine Nine
  months
ended
months
ended
months
 ended
months
 ended
  Sept 30, 2019 Sept 30, 2018 Sept 30, 2019 Sept 30, 2018
         
Operating Revenue (1)  65,947 35,889 193,548 107,075
Operating Income 27,843 15,273 84,224 45,943
Net Income (2)  9,949 3,863 28,798 12,075
Adjusted EBITDA (3)  39,898 23,648 119,225 70,662
         

The results for the three and nine month periods ended September 30, 2019 include the results of the 19 Poseidon Containers containerships acquired on November 15, 2018 (the “Poseidon Containers Fleet”). 

(1) Operating Revenue is net of address commissions which represent a discount provided directly to a charterer based on a fixed percentage of the agreed upon charter rate. Brokerage commissions are included in Time charter and voyage expenses.

(2) Net Income available to common shareholders.

(3) Adjusted EBITDA is a non-US GAAP measure, as explained further in this press release, and is considered by Global Ship Lease to be a useful measure of its performance.  A reconciliation of this non-GAAP measure to net income, the most directly comparable US GAAP financial measure, is provided below.

Following the Poseidon Transaction, minor reclassifications of expenses and balance sheet items have been made.

Revenue and Utilization

The Company’s fleet of 40 ships, including GSL Grania, which was delivered to us on September 9, 2019 and commenced a three-year charter with Maersk Line, generated revenue from fixed-rate time-charters of $65.9 million in the three months ended September 30, 2019, up $30.0 million (or 83.6%) on revenue of $35.9 million for the comparative period in 2018. There were 3,610 ownership days in the third quarter 2019, an increase of 106.5% compared to 1,748 in the third quarter 2018, due to the purchase of the Poseidon Containers Fleet and the acquisition of GSL Eleni and GSL Grania in May and September 2019 respectively. The increase in revenue for the three months ended September 30, 2019, is principally due to the additional ownership days, offset by reduced revenue from GSL Ningbo as her charter was renewed at a reduced rate mid-September 2018 and increased offhire days. The 168 days of offhire for dry-dockings in the third quarter 2019 were mainly attributable to four completed dry-dockings, primarily to upgrade the ships to increase substantially their reefer capacity and two for regulatory reasons. As of September 30, 2019, two regulatory dry-dockings were in progress. With 32 days idle time for Tasman and GSL Keta prior to their delivery to their new charterers and six days of unplanned offhire, utilization was 94.3%. In the comparative period of 2018, there were three days of planned offhire for regulatory dry-dockings, three days of unplanned offhire and four idle days for GSL Valerie, giving a utilization of 99.4%.

For the nine months ended September 30, 2019, revenue was $193.5 million, up $86.4 million (or 80.7%) on revenue of $107.1 million in the comparative period, mainly due to the factors noted above together along with the addition of GSL Valerie from mid-June 2018 (ownership days at 10,522 were up 109.6%) offset by reduced revenue from MSC Qingdao as the charter for this ship was renewed at a reduced rate in March 2018.

The table below shows fleet utilization for the three and nine month periods ended September 30, 2019 and 2018, and for the years ended December 31, 2018, 2017, 2016 and 2015.

  Three months ended Nine months ended   Year ended
  Sept 30, Sept 30, Sept 30, Sept 30,   Dec 31, Dec 31, Dec 31, Dec 31,  
Days 2019   2018   2019   2018     2018   2017   2016   2015    
                     
Ownership days 3,610   1,748   10,522   5,019     7,675   6,570   6,588   6,893    
Planned offhire - dry-dockings (168 ) (3 ) (342 ) (34 )   (34 ) (62 ) (100 ) (9 )  
Unplanned offhire (6 ) (3 ) (30 ) (10 )   (17 ) (40 ) (3 ) (7 )  
Idle time (32 ) (4 ) (50 ) (17 )   (47 ) 0   0   (13 )  
Operating days 3,404   1,738   10,100   4,958     7,577   6,468   6,485   6,864    
                     
Utilization 94.3 % 99.4 % 96.0 % 98.8 %   98.7 % 98.4 % 98.4 % 99.6 %  

In the three months ended September 30, 2019, we completed four dry-dockings primarily to upgrade each ship to increase substantially its reefer capacity and two for regulatory reasons only. As of September 30, 2019 there was one dry-docking in progress and we anticipate a further three in the fourth quarter, all for regulatory reasons. There were two drydockings for regulatory purposes in 2018.

Vessel Operating Expenses

Vessel operating expenses, which include costs of crew, lubricating oil, repairs, maintenance, insurance and technical management fees, were $21.5 million for the three months ended September 30, 2019, compared to $10.8 million in the prior year period. The increase was due to 1,862 (up 106.5%) additional ownership days as a result of the acquisition of the Poseidon Containers Fleet and the additions of GSL Eleni and GSL Grania. The average cost per ownership day in the quarter was $5,966, compared to $6,154 for the prior year period, down $188 per day, or 3.1%.

For the nine months ended September 30, 2019, vessel operating expenses were $63.3 million, or an average of $6,016 per day, compared to $31.2 million in the comparative period, or $6,211 per day, a reduction of 3.1%.

Time Charter and Voyage Expenses

Time charter and voyage expenses comprise mainly commission paid to ship brokers, the cost of bunker fuel for owner’s account when a ship is offhire or idle and miscellaneous costs associated with a ship’s voyage. Time charter and voyage expenses were $2.4 million for the three months ended September 30, 2019, compared to $0.2 million in the prior year period. The increase was mainly due to the addition of the Poseidon Containers Fleet, all of which incur such commission, compared to our legacy ships, where commission is paid only for those which have completed their initial charters to CMA CGM or OOCL and which have been employed on a new charter obtained with the assistance of a broker.

For the nine months ended September 30, 2019, time charter and voyage expenses were $6.1 million, compared to $0.6 million in the comparative period.

Depreciation and Amortization

Depreciation and amortization for the three month period ended September 30, 2019 was $11.2 million, compared to $8.4 million in the third quarter of 2018.  The increase was mainly due to the addition of the Poseidon Containers Fleet, and GSL Eleni and GSL Grania, offset by the effect of lower book values for a number of ships following an impairment charge in December 2018 as well as a change in estimated scrap value per LWT with effect from January 1, 2019 from $250 to $400.

Depreciation for the nine months ended September 30, 2019 was $32.9 million, compared to $24.7 million in the comparative period, with the increase being due to the reasons noted above.

General and Administrative Expenses

General and administrative expenses were $3.0 million in the three months ended September 30, 2019, compared to $1.2 million in the third quarter of 2018.  The increase was mainly due to an increase in payroll and other costs associated with the Poseidon Transaction and for a non-cash charge associated with a new stock based incentive plan for senior management.    

For the nine months ended September 30, 2019, general and administrative expenses were $7.1 million, compared to $4.6 million in the comparative period in 2018, with the increase being due to the reasons noted above.

Adjusted EBITDA

As a result of the above, Adjusted EBITDA was $39.9 million for the three months ended September 30, 2019, up from $23.6 million for the three months ended September 30, 2018, with the increase being mainly due to the addition of the Poseidon Containers Fleet on November 15, 2018.

Adjusted EBITDA for the nine months ended September 30, 2019 was $119.2 million, compared to $70.7 million for the comparative period, with the increase being due to the reasons noted above.

Interest Expense and Interest Income

Debt as at September 30, 2019 totaled $882.0 million, comprising of $340.0 million of indebtedness under our 9.875% notes due 2022 (the “Notes”), $24.8 million of indebtedness under a secured term loan, both cross collateralized by 18 ships in the legacy GSL fleet and $517.2 million of bank debt collateralized by the rest of the fleet. Three vessels are unencumbered.

Debt at September 30, 2018 totaled $412.9 million, comprising $360.0 million outstanding on our Notes, $44.8 million under the secured term loan and $8.1 million under growth facility.

Interest expense for the three months ended September 30, 2019, was $18.4 million, an increase of $7.4 million, or 67.3%, on the interest expense for the prior year period of $11.0 million due to the assumption of debt associated with the Poseidon Transaction.

For the nine months ended September 30, 2019, interest expense was $56.5 million, compared to $32.5 million for the nine months ended September 30, 2018, with the increase mainly for the reason noted above.  

Interest income for the three months ended September 30, 2019 was $0.4 million, the same as in the comparative quarter in 2018.

Interest income for the nine months ended September 30, 2019 was $1.2 million, compared to $1.0 million in the comparative period in 2018.

Other Income, Net

Other income, net is mainly comprised of gains in bunkers following deliveries and redeliveries of ships from charterers and passenger income. Other income, net was $0.9 million in the three months ended September 30, 2019, compared to $1,000 in the prior year period; the increase was mainly due to the addition of the Poseidon Containers Fleet.

Other income, net was $2.1 million in the nine months ended September 30, 2019, compared to $16,000 in the prior year period; the increase was mainly for the reason given above.

Taxation

Taxation for the three months ended September 30, 2019 was nil, compared to a charge of $13,000 in the third quarter of 2018.

Taxation for the nine months ended September 30, 2019 was $40,000, compared to a charge of $59,000 in the comparative period in 2018. 

Earnings Allocated to Preferred Shares

The Series B preferred shares, issued on August 20, 2014, carry a coupon of 8.75%, the cost of which for the three months ended September 30, 2019 was $0.8 million, the same as in the comparative period. The cost was $2.3 million in the nine months ended September 30, 2019, the same as in the comparative period. 
Net Income Available to Common Shareholders

Net income available to common shareholders for the three months ended September 30, 2019 was $9.9 million, compared to $3.9 million in the third quarter of 2018.

Net income available to common shareholders was $28.8 million for the nine months ended September 30, 2019, compared to $12.1 million in the comparative period. 

Fleet

The following table provides information about our fleet of 43 ships, 40 of which were owned as at September 30, 2019, one of which was delivered in October 2019 and two of which are expected to be delivered in December 2019 and January 2020, respectively.

Ship Name Capacity in TEUs Lightweight (tons) Year Built Charterer Earliest 
Charter Expiry Date
Latest 
Charter Expiry Date
Daily Charter Rate $
               
CMA CGM Thalassa 11,040 38,577 2008 CMA CGM 4Q25 1Q26 47,200
UASC Al Khor(1) 9,115 31,764 2015 Hapag-Lloyd 1Q22 2Q22 34,000
Anthea Y(1) 9,115 31,890 2015 COSCO 2Q20 3Q20 39,200
Maira XL(1) 9,115 31,820 2015 COSCO 2Q20 3Q20 39,200
MSC Tianjin 8,667 34,243 2005 MSC 2Q24 3Q24(2) (2)
MSC Qingdao 8,667 34,305 2004 MSC 2Q24 3Q24(2) (2)
GSL Ningbo 8,667 34,243 2004 Maersk 3Q20 4Q20 18,000
GSL Kalliopi 7,849 29,105 2004 Maersk 3Q22 4Q24(3) -(3)
GSL Grania 7,849 - 2004 Maersk 3Q22 4Q24(3) -(3)
GSL Eleni 7,849 29,261 2004 Maersk 2Q24 3Q24(3) -(3)
Mary(1) 6,927 23,424 2013 CMA CGM 3Q23 4Q23 25,910
Kristina(1) 6,927 23,424 2013 CMA CGM 2Q24 3Q24 25,910
Katherine(1) 6,927 23,424 2013 CMA CGM 1Q24 2Q24 25,910
Alexandra(1) 6,927 23,424 2013 CMA CGM 1Q24 2Q24 25,910
Alexis(1) 6,882 23,919 2015 CMA CGM 1Q24 2Q24 25,910
Olivia I(1) 6,882 23,864 2015 CMA CGM 1Q24 2Q24 25,910
New Purchase One 6,650 27,999 2002 Confidential
1Q20 2Q20 -(11)
New Purchase Two 6,650 27,999  2002  Confidential
2Q20 4Q20 -(11)
CMA CGM Berlioz 6,621 26,776 2001 CMA CGM 2Q21 4Q21 34,000
Agios Dimitrios 6,572 24,746 2011 MSC 3Q19 4Q23 12,500(4)
Tasman 5,936 25,010 2000 Maersk 1Q22 3Q22(5) 12,500(5)
Dimitris Y 5,936 25,010 2000 ZIM 2Q21 3Q21 14,500
Ian H 5,936 25,128 2000 ZIM 1Q21 2Q21 14,500
Dolphin II 5,095 20,596 2007 HMM 4Q19(6) 4Q19(6) 11,500(6)
Orca I 5,095 20,696 2006 Maersk 2Q20(7) 2Q21(7) 9,000(7)
CMA CGM Alcazar 5,089 20,087 2007 CMA CGM 4Q20 2Q21 33,750
CMA CGM Château d’If 5,089 20,100 2007 CMA CGM 4Q20 2Q21 33,750
CMA CGM Jamaica 4,298 17,272 2006 CMA CGM 3Q22 1Q23 25,350
CMA CGM Sambhar 4,045 17,355 2006 CMA CGM 3Q22 1Q23 25,350
CMA CGM America 4,045 17,355 2006 CMA CGM 3Q22 1Q23 25,350
GSL Valerie 2,824 11,971 2005 MSC 2Q20 3Q20 9,000
Athena 2,762 13,538 2003 MSC 1Q20 2Q20 9,000
Maira 2,506 11,453 2000 MSC 1Q20 2Q20 8,500
Nikolas 2,506 11,370 2000 MSC 1Q20 2Q20 9,000
Newyorker 2,506 11,463 2001 MSC 1Q20 2Q20 9,000
CMA CGM La Tour 2,272 11,742 2001 CMA CGM 4Q19 4Q19 15,300
CMA CGM Manet 2,272 11,742 2001 CMA CGM 4Q19 4Q19 15,300
CMA CGM Matisse 2,262 11,676 1999 CMA CGM 4Q19 4Q19 15,300
CMA CGM Utrillo 2,262 11,676 1999 CMA CGM 1Q20 1Q20 8,500
GSL Keta 2,207 11,731 2003 OOCL 4Q19 4Q19 8,700(8)
GSL Julie 2,207 11,731 2002 CMA CGM 4Q19 4Q19(9) 7,200(9)
Kumasi 2,207 11,731 2002 CMA CGM 4Q19 1Q21(10) 9,800(10)
Marie Delmas 2,207 11,731 2002 CMA CGM 4Q19 1Q21(10) 9,800(10)
               
(1) Modern design, high reefer capacity fuel efficient ships.
(2) Five year charter at implied Adjusted EBITDA of $25.6 million per ship for the period.
(3) GSL Eleni was delivered in 2Q19, GSL Grania was delivered in 3Q19 and GSL Kalliopi was delivered in October 2019. GSL Eleni is chartered for five years; GSL Kalliopi and GSL Grania are chartered for three years plus two successive periods of one year at option of the charterer. Implied Aggregate Adjusted EBITDA of $32.0 million for firm periods, increasing to $47.0 million if all options are exercised.
(4) Thereafter, the Company has the option, callable in 4Q19, to extend for four years at $20,000 per day.
(5) Additional 12 - month extension at charterer’s option, for an additional $4.4 million implied Adjusted EBITDA.
(6) Thereafter, 8-12 months to Feedertech at $12,500 per day commencing November 15, 2019.
(7) Rate increases to $10,000 per day from June 3, 2020.
(8) Thereafter, 100-180 days to OOCL at $9,400 per day commencing October 28, 2019.
(9) Option for six months plus or minus 30 days extension at $8,500 per day from October 16, 2019 has been exercised by the charterer.  
(10) The Company has the option to extend to December 31, 2020 plus or minus 90 days, at $9,800 per day.
(11) New Purchase One is expected to be delivered in December 2019 and New Purchase Two in January 2020. Implied Aggregate Adjusted EBITDA of $2.8 million for median period.

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, 2019 today, Wednesday November 6, 2019 at 10:30 a.m. Eastern Time. There are two ways to access the conference call:

(1) Dial-in: (877) 445-2556 or (908) 982-4670; Passcode: 6579377

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 Friday, November 22, 2019 at (855) 859-2056 or (404) 537-3406. Enter the code 6579377 to access the audio replay. The webcast will also be archived on the Company’s website: http://www.globalshiplease.com.

Annual Report on Form 20F

Global Ship Lease, Inc has filed its Annual Report for 2018 with the Securities and Exchange Commission.  A copy of the report can be found under the Investor Relations section (Annual Reports) of the Company’s website at http://www.globalshiplease.com   Shareholders may request a hard copy of the audited financial statements free of charge by contacting the Company at info@globalshiplease.com or by writing to Global Ship Lease, Inc, care of Global Ship Lease Services Limited, Wilton Road, London SW1V 1LW United Kingdom or by telephoning +44 (0) 203 998 0063.

About Global Ship Lease

Global Ship Lease is a leading independent owner of containerships with a diversified fleet of mid-sized and smaller containerships. Incorporated in the Marshall Islands, Global Ship Lease commenced operations in December 2007 with a business of owning and chartering out containerships under fixed-rate charters to top tier container liner companies. On November 15, 2018, it completed a strategic combination with Poseidon Containers.

Including two 6,650 TEU containerships that the Company has contracted to purchase, Global Ship Lease owns 43 ships, ranging from 2,207 to 11,040 TEU, of which nine are fuel efficient new-design wide beam, with a total capacity of 237,462 TEU and an average age, weighted by TEU capacity, of 12.4 years as at September 30, 2019.

The average remaining term of the Company’s charters at September 30, 2019, to the mid-point of redelivery, including options under owner’s control, was 2.6 years on a TEU-weighted basis. Contracted revenue on the same basis was $778 million. Contracted revenue was $862 million, including options under charterers’ control and with latest redelivery date, representing a weighted average remaining term of 2.9 years.

Additional Information

Information on the Annual Mandatory Offer is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any Notes. The Annual Mandatory Offer is made only by and pursuant to the terms set forth in the Offer Documents that the Company has or will distribute to its noteholders. The information in this press release regarding the Annual Mandatory Offer is qualified by reference to the Offer Documents. Subject to applicable law, the Company may amend, extend or terminate the Annual Mandatory Offer.

Reconciliation of Non-U.S. GAAP Financial Measures

Adjusted EBITDA

Adjusted EBITDA represents net income available to common shareholders before interest income and expense, income taxes, depreciation and amortization and earnings allocated to preferred shares.  Adjusted EBITDA is a non-US GAAP quantitative measure used to assist in the assessment of the Company’s ability to generate cash from its operations.  The Company believes that the presentation of Adjusted EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Adjusted EBITDA is not defined in US GAAP and should not be considered to be an alternate to Net income or any other financial metric required by such accounting principles.

Adjusted EBITDA is presented herein on a forward-looking basis in certain instances. The Company has not provided a reconciliation of any such forward looking non-US GAAP financial measure to the most directly comparable US GAAP measure because such US GAAP financial measures on a forward-looking basis are not available to the Company without unreasonable effort.

ADJUSTED EBITDA - UNAUDITED

(thousands of U.S. dollars)  


    Three Three Nine Nine
    months months months months
    ended ended ended ended
    September 30, September 30, September 30, September 30,
    2019   2018   2019   2018  
           
Net income available to Common Shareholders 9,949   3,863   28,798   12,075  
           
Adjust: Depreciation and amortization 11,174   8,374   32,884   24,703  
  Interest income (414 ) (364 ) (1,198 ) (984 )
  Interest expense 18,424   10,996   56,484   32,512  
  Income tax -   13   (40 ) 59  
  Earnings allocated to preferred shares 765   766   2,297   2,297  
           
Adjusted EBITDA 39,898   23,648   119,225   70,662  

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;
  • expectations regarding the future growth of the container shipping industry, including the rates of annual demand and supply growth;
  • the financial condition of our charterers, particularly CMA CGM, our principal charterer and main source of operating revenue, and their ability to pay charter hire in accordance with the charters;
  • Global Ship Lease’s financial condition and liquidity, including its level of indebtedness or ability to obtain additional financing to fund capital expenditures, ship acquisitions and other general corporate purposes;
  • Global Ship Lease’s ability to meet its financial covenants and repay its credit facilities;
  • Global Ship Lease’s expectations relating to dividend payments and forecasts of its ability to make such payments including the availability of cash and the impact of constraints under its credit facility;
  • risks relating to the acquisition of Poseidon Containers and Global Ship Lease’s ability to realize the anticipated benefits of the acquisition;
  • future acquisitions, business strategy and expected capital spending;
  • operating expenses, availability of crew, number of offhire days, drydocking and survey requirements and insurance costs;
  • general market conditions and shipping industry trends, including charter rates and factors affecting supply and demand;
  • assumptions regarding interest rates and inflation;
  • changes in the rate of growth of global and various regional economies;
  • risks incidental to ship operation, including piracy, discharge of pollutants and ship accidents and damage including total 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 or other ship employment arrangements;
  • the continued performance of existing long-term, fixed-rate time charters;
  • Global Ship Lease’s ability to capitalize on its management’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;
  • 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 U.S Securities and Exchange Commission (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 Consolidated Balance Sheets

(Expressed in thousands of U.S. dollars)

    As of
    September 30,  2019     December 31, 2018
ASSETS          
CURRENT ASSETS          
Cash and cash equivalents $ 86,697     $ 82,059  
Restricted cash   5,355       2,186  
Accounts receivable, net   2,460       1,927  
Inventories   5,313       5,769  
Prepaid expenses and other current assets   6,755       6,214  
Due from related parties   4,440       817  
Total current assets $ 111,020     $ 98,972  
NON-CURRENT ASSETS          
Vessels in operation $ 1,129,808     $ 1,112,766  
Advances for vessel acquisitions   1,500       -  
Other fixed assets   2       5  
Intangible assets-charter agreements   2,458       5,400  
Deferred charges, net   12,014       9,569  
Other non-current assets   -       948  
Restricted cash, net of current portion   5,702       5,827  
Total non-current assets   1,151,484       1,134,515  
TOTAL ASSETS $ 1,262,504     $ 1,233,487  
LIABILITIES AND SHAREHOLDERS' EQUITY          
CURRENT LIABILITIES          
Accounts payable $ 7,925     $ 9,586  
Accrued liabilities   26,396       15,407  
Current portion of long-term debt   86,004       64,088  
Deferred revenue   6,835       3,118  
Due to related parties   63       3,317  
Total current liabilities $ 127,223     $ 95,516  
LONG-TERM LIABILITIES          
Long-term debt, net of current portion and deferred financing costs $ 782,725     $ 813,130  
Intangible liability-charter agreements   6,964       8,470  
Deferred tax liability   -       9  
Total non-current liabilities   789,689       821,609  
TOTAL LIABILITIES $ 916,912     $ 917,125  
Commitments and Contingencies   -       -  
SHAREHOLDERS' EQUITY          
Class A common shares-authorized
 214,000,000 shares with a $0.01 par value
  9,942,950 shares issued and outstanding  (2018-9,017,205 shares)
$ 99     $ 90  
Class B common shares-authorized 20,000,000 shares with a $0.01 par value nil issued and outstanding (2018-925,745 shares)   -       9  
Series B Preferred shares-authorized 16,100 shares with a $0.01 par value 14,000 shares issued and outstanding  (2018-14,000 shares)   -       -  
Series C Preferred shares-authorized 250,000 shares with a $0.01 par value 250,000 shares issued and outstanding (2018-250,000 shares)   3       3  
Additional paid in capital   512,811       512,379  
Accumulated deficit   (167,321 )     (196,119 )
Total shareholders' equity   345,592       316,362  
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,262,504     $ 1,233,487  

 Global Ship Lease, Inc.

Interim Unaudited Consolidated Statements of Income

(Expressed in thousands of U.S. dollars except share data)

  Three months ended
September 30,
    Nine months ended
September 30,
    2019       2018       2019       2018  
OPERATING REVENUES                      
Time charter revenue $ 25,538     $ 4,114     $ 80,661     $ 14,222  
Time charter revenue-related parties   40,409       31,775       112,887       92,853  
    65,947        35,889        193,548        107,075   
OPERATING EXPENSES:                      
Vessel operating expenses   18,764       10,543       56,296       30,424  
Vessel operating expenses-related parties   2,773       215       7,006       751  
Time charter and voyage expenses   1,942       236       4,727       613  
Time charter and voyage expenses-related parties   478       -       1,328       -  
Depreciation and amortization   11,174       8,374       32,884       24,703  
General and administrative expenses   2,973       1,248       7,083       4,641  
Operating Income    27,843         15,273         84,224         45,943  
                       
Interest income   414       364       1,198       984  
Interest and other financial expense   (18,424 )     (10,996 )     (56,484 )     (32,512 )
Other income, net   881       1       2,117       16  
Total non-operating expense     (17,129 )       (10,631 )       (53,169 )       (31,512 )
Income before income taxes     10,714         4,642         31,055         14,431  
Income taxes   -       (13 )     40       (59 )
Net Income $   10,714     $   4,629     $   31,095     $   14,372  
Earnings allocated to Series B Preferred Shares   (765 )     (766 )     (2,297 )     (2,297 )
Net Income available to Common Shareholders  

$
  9,949      

$
  3,863      

$
  28,798      

$
  12,075  
Earnings per Share                      
Weighted average number of Class A common shares outstanding                      
Basic   9,942,950       6,048,425       9,939,559       6,044,821  
Diluted   10,082,806       6,048,425       10,058,321       6,044,821  
                       
Net Gain per Class A common share $                    
Basic   0.43       0.64       1.26       2.00  
Diluted   0.43       0.64       1.24       2.00  
                       
Weighted average number of Class B common shares outstanding                      
Basic and diluted $ n/a     925,745       n/a     925,745  
Net Gain per Class B common share                      
Basic and diluted   n/a     nil     n/a     nil

                                                                                                   

Global Ship Lease, Inc.

Interim Unaudited Consolidated Statements of Cash Flows

(Expressed in thousands of U.S. dollars)

  Three months ended
September 30,
    Nine months ended
September 30,
    2019       2018       2019       2018  
Cash flows from operating activities:                      
Net Income $ 10,714     $ 4,630     $ 31,095     $ 14,372  
Adjustments to reconcile net income to net cash provided by operating activities:                      
Depreciation and amortization   11,174       8,375       32,884       24,704  
Amortization of deferred financing costs   755       1,115       2,244       3,131  
Amortization of original issue discount / premium on repurchase of notes   202       201       607       602  
Amortization of intangible asset/liability-charter agreements   490       (443 )     1,436       (1,329 )
Share based compensation   1,288       45       1,288       136  
Changes in operating assets and liabilities:                      
Decrease/(increase) in accounts receivable and other assets   1,660       (1,005 )     (86 )     (2,342 )
Decrease/(increase) in inventories   650       (715 )     456       (2,581 )
Increase in accounts payable and other liabilities   6,023       8,361       6,812       6,135  
(Decrease)/increase in related parties' balances   (510 )     496       (6,877 )     (603 )
Increase/(decrease) in deferred revenue   4,506       (248 )     3,717       (758 )
Unrealized foreign exchange loss (gain)   (30 )     7       (16 )     5  
Net cash provided by operating activities $ 36,922     $ 20,819     $ 73,560     $ 41,472  
Cash flows from investing activities:                      
Acquisition of vessels   (15,001 )     -       (33,497 )     (11,436 )
Cash paid for vessel improvements   (7,286 )     (24 )     (14,062 )     (150 )
Cash paid for dry-dockings   (2,485 )     (877 )     (3,182 )     (2,104 )
Advances for vessel acquisitions   (1,500 )     -       (1,500 )      
Net cash used in investing activities $ (26,272 )   $ (901 )   $ (52,241 )   $ (13,690 )
Cash flows from financing activities:                      
Proceeds from drawdown of credit facilities   280,500       8,125       293,500       8,125  
Repayment of credit facilities   (11,272 )     -       (37,819 )     (10,000 )
Repayment of refinanced debt   (262,809 )     -       (262,809 )     -  
Deferred financing costs paid   (3,890 )     (1,812 )     (4,212 )     (1,812 )
Series B Preferred Shares-dividends paid   (765 )     (766 )     (2,297 )     (2,297 )
Net cash provided/(used) in financing activities $ 1,764     $ 5,547     $ (13,637 )   $ (5,984 )
Net decrease in cash and cash equivalents and restricted cash   12,414       25,465       7,682       21,798  
Cash and cash equivalents and restricted cash at beginning of the period   85,340       69,599       90,072       73,266  
Cash and cash equivalents and restricted cash at end of the period  

$
97,754      

$
95,064      

$
97,754      

$
95,064  
Supplementary Cash Flow Information:                      
Cash paid for interest   10,307       740       45,094       20,677  
Cash paid for income taxes   -       30       -       58  
Non-cash  financing activities:                      
Unpaid offering costs     856       -       856       -  


Investor and Media Contacts:
The IGB Group
Bryan Degnan
646-673-9701
or
Leon Berman
212-477-8438

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Source: Global Ship Lease, Inc.

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