UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2024
Commission File Number: 001-34153
GLOBAL SHIP LEASE, INC.
(Translation of registrant's name into English)
c/o Global Ship Lease Services Limited
25 Wilton Road
London SW1V 1LW
United Kingdom
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
2023 Fourth Quarter and Year End Earnings Results
Attached to this report on Form 6-K (this “Report”) as Exhibit 99.1 is a
copy of the press release issued by Global Ship Lease, Inc. (the “Company”), dated March 4, 2024, reporting its financial results for the three months and year ended December 31, 2023.
Dividend on Series B Preferred Shares
Attached to this Report as Exhibit 99.2 is a copy of the press release issued by the
Company, dated March 4, 2024, announcing that the Company has declared a quarterly dividend on its 8.75% Series B Cumulative Redeemable Perpetual Preferred Shares.
The information contained in Exhibit 99.2 of this Report is hereby incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-231509, 333-258800 and 333-267468) and Form S-8 (File
Nos. 333-258992 and 333-264113).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
GLOBAL SHIP LEASE, INC.
(Registrant)
|
|||
|
Dated: March 6, 2024
|
|||
| By: |
/s/ Ian J. Webber
|
||
|
Ian J. Webber
|
|||
|
Chief Executive Officer
|
|||
Exhibit 99.1
Investor and Media Contacts:
The IGB Group
Bryan Degnan
646-673-9701
or
Leon Berman
212-477-8438
Global Ship Lease Reports Results for the Fourth Quarter of 2023
Contracted revenue of $1.72 billion, interest rate risk fully hedged, sustainable quarterly dividend of $0.375 per common share, well-positioned for counter-cyclical opportunities
LONDON, ENGLAND – March 4, 2024 - Global Ship Lease, Inc. (NYSE: GSL) (the “Company”, “Global Ship Lease” or “GSL”), an owner of
containerships, announced today its unaudited results for the three months and year ended December 31, 2023.
Full Year and Fourth Quarter of 2023 Highlights
- Reported operating revenue of $178.9 million for the fourth quarter of 2023, an increase of 8.4% on operating revenue of $165.0 million for the prior year period. For the year ended December 31, 2023, operating
revenue was $674.8 million, up 4.5% from $645.6 million for the prior year.
- Reported net income available to common shareholders of $64.7 million for the fourth quarter of 2023, a decrease of 10.9% on net income of $72.6 million for the prior year period. Normalized net income (a non-U.S.
GAAP financial measure, described below) for the same period was $87.8 million, up 13.6% on Normalized net income of $77.3 million for the prior year period.
- For the year ended December 31, 2023, net income available to common shareholders was $295.0 million, an increase of 4.1% on net income of $283.4 million for the prior year. Normalized net income for the year ended
December 31, 2023 was $319.7 million, up 7.2% on Normalized net income for the prior year of $298.2 million.
- Generated $127.1 million of Adjusted EBITDA (a non-U.S. GAAP financial measure, described below) for the fourth quarter of 2023, up 27.1% on Adjusted EBITDA of $100.0 million for the prior year period. Adjusted
EBITDA for the year ended December 31, 2023 was $462.1 million, up $63.8 million or 16.0% on Adjusted EBITDA of $398.3 million for the prior year.
- Earnings per share for the fourth quarter of 2023 was $1.84, down 8.5% on the earnings per share of $2.01 for the prior year period. Normalized earnings per share (a non-U.S. GAAP financial measure, described below)
for the fourth quarter of 2023 was $2.49, up 16.4% on the Normalized earnings per share of $2.14 for the prior year period. Earnings per share for the year ended December 31, 2023 was $8.33, up 7.6% on the earnings per share of $7.74 for the prior
year. Normalized earnings per share for the year ended December 31, 2023 was $9.03, up 10.8% on the Normalized earnings per share of $8.15 for the prior year.
- Declared a dividend of $0.375 per Class A common share for the fourth quarter of 2023 to be paid on March 6, 2024 to common shareholders of record as of February 22, 2024. Paid a dividend of $0.375 per Class A common
share for the third quarter of 2023 on December 4, 2023.
- Between January 1, 2023 and December 31, 2023, added $313.2 million of contracted revenue to forward charter cover, calculated on the basis of the median firm periods of the respective charters. Twenty-two new
charter fixtures (including short re-charters of the same vessel) or extensions were agreed on eight ships between 2,200 and 3,500 TEU, one 6,800 TEU ship, and two 7,800 TEU ships; forward fixtures were agreed for one 6,600 TEU ship, two 8,600 TEU
ships, and one ECO 9,100 TEU ship; and four 8,544 TEU vessels were purchased with charters attached. With the exception of one very short re-positioning charter, firm charter terms ranged from a few months to three years. Contracted revenue as of
December 31, 2023, calculated on the same basis, was $1.72 billion.
Page 1
- Ian Webber, our Chief Executive Officer, to retire from the CEO role he has held since our inception in 2007 and will join GSL’s Board of Directors, effective March 31, 2024, expanding the size of Board to nine
members. Thomas Lister, who also joined the Company in 2007 and has held a number of senior executive roles, has been appointed to succeed Mr. Webber as CEO, effective concurrently with Mr. Webber’s retirement.
- During the three months ended December 31, 2023, repurchased an aggregate of 87,942 Class A common shares, at repurchase prices ranging from between $17.51 and $17.77, with an average price of $17.61. During the year
ended December 31, 2023, repurchased an aggregate of 1,242,663 Class A common shares, at repurchase prices ranging from between $16.12 and $18.69 per share, with an average price of $17.68. Since March 2022, a total of 2,303,303 Class A common shares
have been repurchased under the buy-back authorizations approved by the Board of Directors, for approximately $42.0 million, with approximately $38.0 million of authorized capacity remaining.
George Youroukos, our Executive Chairman, stated: “In a time of rising geopolitical uncertainty, Global Ship Lease has remained committed to its successful business model, combining operational excellence with a
disciplined approach to preserving and building shareholder value through the cycle. Trade disruptions in the Red Sea significantly escalated towards the end of the fourth quarter of 2023, resulting in large-scale re-routing of containerships away
from the Suez Canal and around the Cape of Good Hope, absorbing substantial effective supply. Meanwhile, water shortages in the Panama Canal have led to a reduction in the number of vessels that can transit that key waterway, adding further
bottlenecks to the global supply chain. Taken together, these two developments have caused a meaningful tightening of containership supply and demand - arresting, and even reversing, the previous downward normalization of charter rates and asset
values.
It is impossible to predict how long disruptions to the Red Sea and Panama will last, and significant macroeconomic, geopolitical, and regulatory uncertainty remain prominent features of the market outlook. In this
environment, our fleet of high-quality, mid-sized and smaller containerships continues to provide liner companies with the flexible tonnage that is key to their service networks through the cycle – especially at times of uncertainty and disruption.
We have entered 2024 with strong charter coverage for much of the year and continue to work hard to capitalize on current market firmness to grow contract cover and strengthen forward cash flow visibility. Further, the
steps that we continue to take to enhance our balance sheet, our extensive contract coverage, and our discipline in allocating capital have put us in a strong position as the sector transitions into the increasingly uncertain period ahead. And we
remain as tightly focused as ever on maximizing long-term value for our shareholders: alongside returning capital in the form of both dividends and buybacks, we expect to see a growing number of interesting countercyclical investment opportunities in
the months and quarters ahead.”
Ian Webber, our Chief Executive Officer, stated: “Throughout 2023, we made important progress in driving down our leverage, minimizing our cost of debt, and improving our cash liquidity. During the year we purchased
four 8,500 TEU ships, with charters attached, which we believe have compelling risk and return characteristics. Our 0.64% SOFR interest rate caps on floating rate debt further enhance returns. We continue to benefit from the forward visibility and
attractive fixed rates of our charter portfolio, much of which was agreed during the 2021-2022 super upcycle. As I transition to a position on the Board at the end of this quarter, I am confident that Global Ship Lease is not only well positioned to
be resilient through the cycle ahead, but to create long-lasting value by combining proven discipline and financial strength with the ability to capitalize on value-accretive countercyclical opportunities.”
Page 2
SELECTED FINANCIAL DATA – UNAUDITED
(thousands of U.S. dollars)
| |
Three
months ended
December 31, 2023
|
|
|
Three
months ended
December 31, 2022
|
|
|
Year ended
December 31, 2023
|
|
|
Year ended
December 31, 2022
|
|
|||||
|
Operating Revenue (1)
|
178,894
|
165,022
|
674,795
|
645,645
|
||||||||||||
|
Operating Income
|
78,854
|
85,134
|
343,218
|
354,185
|
||||||||||||
|
Net Income (2)
|
64,665
|
72,621
|
294,964
|
283,389
|
||||||||||||
|
Adjusted EBITDA (3)
|
127,137
|
99,986
|
462,058
|
398,350
|
||||||||||||
|
Normalized Net Income (3)
|
87,830
|
77,277
|
319,725
|
298,247
|
||||||||||||
(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 and also includes the amortization of
intangible liabilities, the effect of the straight lining of time charter modifications and the compensation from charterers for drydock and other capitalized expenses installation. Brokerage commissions are included in “Time charter and voyage
expenses” (see below).
(2) Net Income available to common shareholders.
(3) Adjusted EBITDA and Normalized Net Income are non-U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) financial measures, as explained further in this press release, and are considered by Global Ship
Lease to be a useful measure of its performance. For reconciliations of these non-U.S. GAAP financial measures to net income, the most directly comparable U.S. GAAP financial measure, please see “Reconciliation of Non-U.S. GAAP Financial Measures”
below.
Operating Revenue and Utilization
Operating revenue derived from fixed-rate, mainly long-term, time-charters was $178.9 million in the fourth quarter of 2023, up $13.9 million (or 8.4%) on operating revenue of $165.0 million in the prior year period.
The period-on-period increase in operating revenue was principally due to charter renewals at higher rates on a number of vessels, our acquisition of four vessels which were delivered to us in the second quarter of 2023 and a decrease in planned
and unplanned off hire days, partially offset by a non-cash $6.9 million reduction in the amortization of intangible liabilities arising on below-market charters attached to certain vessel additions and a non-cash $6.2 million decrease in the
effect from straight lining time charter modifications. There were 120 days of offhire and idle time in the fourth quarter of 2023 of which 74 were for scheduled drydockings, compared to 347 days of offhire in the prior year period of which 225
were for scheduled drydockings. Utilization for the fourth quarter of 2023 was 98.1% compared to utilization of 94.2% in the prior year period.
For the year ended December 31, 2023, operating revenue was $674.8 million, up $29.2 million (or 4.5%) on operating revenue of $645.6 million in the prior year, mainly due to charter renewals at higher rates for a
number of vessels, a 4.6% increase in ownership days due to our acquisition of the four vessels and our sale of one vessel, resulting in 24,285 ownership days in 2023, compared to 23,725 in 2022, and a decrease in offhire and idle time from 1,071
days in 2022 to 996 in 2023.
Page 3
The table below shows fleet utilization for the three months ended December 31, 2023 and 2022, and for the years ended December 31, 2023, 2022, 2021 and 2020.
|
Three months ended
|
Year ended
|
|||||||||||||||||||||||
|
Days
|
Dec 31,
2023
|
Dec 31,
2022
|
Dec 31,
2023
|
Dec 31,
2022
|
Dec 31,
2021
|
Dec 31,
2020
|
||||||||||||||||||
|
Ownership days
|
6,256
|
5,980
|
24,285
|
23,725
|
19,427
|
16,044
|
||||||||||||||||||
|
Planned offhire - scheduled drydock
|
(74
|
)
|
(225
|
)
|
(701
|
)
|
(581
|
)
|
(752
|
)
|
(687
|
)
|
||||||||||||
|
Unplanned offhire
|
(26
|
)
|
(122
|
)
|
(233
|
)
|
(460
|
)
|
(260
|
)
|
(95
|
)
|
||||||||||||
|
Idle time
|
(20
|
)
|
nil
|
(62
|
)
|
(30
|
)
|
(88
|
)
|
(338
|
)
|
|||||||||||||
|
Operating days
|
6,136
|
5,633
|
23,289
|
22,654
|
18,327
|
14,924
|
||||||||||||||||||
|
Utilization
|
98.1
|
%
|
94.2
|
%
|
95.9
|
%
|
95.5
|
%
|
94.3
|
%
|
93.0
|
%
|
||||||||||||
As of December 31, 2023 one regulatory drydocking was in progress. In 2024, 15 regulatory drydockings are anticipated.
Vessel Operating Expenses
Vessel operating expenses, which are primarily the costs of crew, lubricating oil, repairs, maintenance, insurance and technical management fees, were up 3.1% to $47.0 million for the fourth quarter of 2023, compared
to $45.6 million in the prior year period. The increase of $1.4 million was mainly due to our acquisition of four vessels delivered to us during the second quarter of 2023. The average cost per ownership
day in the quarter was $7,505, compared to $7,619 for the prior year period, down $114 per day, or 1.5%.
For the year ended December 31, 2023, vessel operating expenses were up 7.0% to $179.2 million, compared to $167.4 million in the comparative period. The increase of $11.8 million was mainly due to (i) inflation
impact on all cost categories including crew costs due to limited crew supply as a consequence of current container market conditions and worldwide inflation, (ii) our acquisition of the four vessels in the second quarter of 2023, (iii) increase in
repairs, spares and maintenance expenses for planned main engine maintenance and overhaul of diesel generators as well as main engine annual spares delivery, (iv) increased cost of insurance due to increased premiums, (v) increase in management
fees from January 1, 2023 and (vi) the negative impact of the EURO/USD exchange rate. The average cost per ownership day for the year ended December 31, 2023 was $7,380, compared to $7,058 for the prior year period, up $322 per day, or 4.6%.
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 off-hire or idle and miscellaneous owner’s costs associated with a ship’s
voyage. Time charter and voyage expenses were $5.4 million for the fourth quarter of 2023, compared to $6.6 million in the prior year period. The decrease was mainly due to decrease in bunkering expenses due to fewer off hire days offset by
increased commissions on charter renewals at higher rates.
For the year ended December 31, 2023, time charter and voyage expenses were $23.6 million, or an average of $971 per day, compared to $21.2 million in the comparative period, or $892 per day, an increase of $79 per
ownership day, or 8.9%. The increase was mainly due to increased commissions on charter renewals at higher rates and additional voyage, operational and administration costs.
Depreciation and Amortization
Depreciation and amortization for the fourth quarter of 2023 was $24.4 million, compared to $20.7 million in the prior year period. The increase was mainly due to our acquisition of the four vessels in the second
quarter of 2023 and 13 drydockings completed in 2023.
Depreciation for the year ended December 31, 2023 was $91.7 million, compared to $81.3 million in the prior year, with the increase being due to the reasons mentioned above.
Page 4
Impairment of vessels
A non-cash impairment loss of $18.8 million was recorded in the fourth quarter of 2023 on two vessels. A non-cash impairment loss of $3.0 million was recorded in the fourth quarter of 2022 on one vessel, which was
subsequently sold.
General and Administrative Expenses
General and administrative expenses were $4.5 million in the fourth quarter of 2023, compared to $4.1 million in the prior year period. The increase was mainly due to the non-cash effect of stock-based compensation
expense due to vesting and a one-off expense due to social security charges related to settlement of shares under the Omnibus Incentive Plan. The average general and administrative expense per ownership day for the fourth quarter of 2023 was $714,
compared to $682 in the prior year period, an increase of $32 or 4.7%.
For the year ended December 31, 2023, general and administrative expenses were $18.2 million, compared to $18.5 million in the comparative period. The average general and administrative expense per ownership day for
the year ended December 31, 2023 was $750, compared to $781 in the comparative period, a decrease of $31 or 4.0%.
Adjusted EBITDA
Adjusted EBITDA (a non-GAAP financial measure) was $127.1 million for the fourth quarter of 2023, up from $100.0 million for the prior year period, with the net increase being mainly due to increased revenue from
charter renewals at higher rates and the addition of the four vessels in second quarter of 2023.
Adjusted EBITDA for the year ended December 31, 2023 was $462.1 million, compared to $398.3 million for the prior year, an increase of $63.8 million or 16.0%.
Interest Expense and Interest Income
Debt as at December 31, 2023 totaled $823.2 million, comprising $431.5 million of secured bank debt collateralized by vessels, $284.4 million of investment grade rated 5.69% Senior Secured Notes due 2027 (the “2027
Secured Notes”) collateralized by vessels, and $107.3 million under sale and leaseback financing transactions. As of December 31, 2023, five vessels were unencumbered.
Debt as at December 31, 2022 totaled $949.5 million, comprising $470.9 million of secured bank debt collateralized by vessels, $336.9 million of 2027 Secured Notes collateralized by vessels, and $141.7 million under
sale and leaseback financing transactions. As of December 31, 2022, five vessels were unencumbered.
Interest and other finance expenses for the fourth quarter of 2023 was $11.2 million, up from $10.4 million for the prior year period. The increase was mainly due to the interest expense of the new credit facility
for the four additional vessels and the amortization of premium on interest rate caps. The blended cost of debt, taking into account interest rate caps, has marginally increased from approximately 4.53% for the fourth quarter of 2022 to 4.55% for
the fourth quarter of 2023 due to variations in amortization schedules and the addition of a new credit facility for the four additional vessels.
Interest and other finance expenses for the year ended December 31, 2023 was $44.8 million, down from $75.3 million for the prior year. The decrease is mainly due to one off events which took place in the nine months
ended September 30, 2022 including (i) the prepayment fee and the associated non-cash write off of deferred financing charges of $14.1 million on the full repayment of the Hayfin Credit Facility, (ii) the non-cash write off of deferred financing
charges of $0.3 million on the full repayment of the Hellenic Credit Facility and (iii) the $2.4 million premium paid on the redemption of the 8.00% Senior Unsecured Notes due 2024 (the “2024 Notes”) and the associated non-cash write off of
deferred financing charges of $2.1 million, which was partially offset by $1.3 million of accelerated amortization of premium and (iv) a prepayment fee and the associated non-cash write off of deferred financing charges of $4.1 million on the full
repayment of the Blue Ocean Junior Credit Facility. The decrease in interest and other finance expenses was partially offset by the increase in amortization of premium on the interest rate caps.
Interest income for the fourth quarter of 2023 was $2.9 million, up from $1.3 million for the prior year period.
Page 5
Interest income for the year ended December 31, 2023 was $9.8 million, compared to $2.5 million for the prior year.
Other income, net
Other income, net was $1.3 million in the fourth quarter of 2023, compared to other income, net of $0.6 million in the prior year period.
Other income, net was $2.2 million for the year ended December 31, 2023, compared to $1.8 million for the prior year.
Taxation
Taxation for the fourth quarter of 2023 was $0.4 million while in the comparative period it was nil.
Taxation for the year ended December 31, 2023 was $0.4 million while in the comparative period it was a credit of $50,000.
Fair value adjustment on derivatives
In December 2021, we entered into a USD 1 month LIBOR interest rate cap of 0.75% through the fourth quarter of 2026 on $484.1 million of floating rate debt, which reduces over time in line with anticipated debt
amortization and represented approximately half of the outstanding floating rate debt. In February 2022, we entered into two additional USD 1-month LIBOR interest rate caps of 0.75% through the fourth quarter of 2026 on the remaining balance of
$507.9 million of floating rate debt. One of these interest rate caps was not designated as a cash flow hedge. As a result of the discontinuation of LIBOR, on July 1, 2023, our interest rate caps have automatically transited to 1 month Compounded
SOFR at a net rate of 0.64%. A negative fair value adjustment of $4.3 million for the fourth quarter of 2023 was recorded through the statement of income. The negative fair value adjustment for the year ended December 31, 2023 amounted to $5.4
million.
Earnings Allocated to Preferred Shares
The Series B Preferred Shares carry a coupon of 8.75%, the cost of which for the fourth quarter of 2023 was $2.4 million, the same as in the prior year period. The cost for the year ended December 31, 2023 was $9.5
million, the same as for the prior year.
Net Income Available to Common Shareholders
Net income available to common shareholders for the fourth quarter of 2023 was $64.7 million. Net income available to common shareholders for the prior year period was $72.6 million.
Earnings per share for the fourth quarter of 2023 was $1.84, a decrease of 8.5% from the earnings per share for the prior year period, which was $2.01.
For the year ended December 31, 2023, net income available to common shareholders was $295.0 million. Net income available to common shareholders for the prior year was $283.4 million.
Earnings per share for the year ended December 31, 2023 was $8.33, an increase of 7.6% from the earnings per share for the prior year, which was $7.74.
Normalized net income (a non-GAAP financial measure) for the fourth quarter of 2023, was $87.8 million. Normalized net income for the prior year period was $77.3 million.
Normalized net income for the year ended December 31, 2023 was $319.7 million, as compared to $298.2 for the prior year.
Normalized earnings per share (a non-GAAP financial measure) for the fourth quarter of 2023 was $2.49, an increase of 16.4% from Normalized earnings per share for the prior year period, which was $2.14.
Normalized earnings per share for the year ended December 31, 2023 was $9.03, an increase of 10.8% from Normalized earnings per share for the prior year, which was $8.15.
Page 6
Fleet
As of December 31, 2023, there were 68 containerships in the fleet.
|
Vessel Name
|
Capacity
in TEUs
|
Lightweight
(tons)
|
Year
Built
|
Charterer
|
Earliest Charter
Expiry Date
|
Latest Charter
Expiry Date (2)
|
Daily Charter
Rate $
|
|
CMA CGM Thalassa
|
11,040
|
38,577
|
2008
|
CMA CGM
|
4Q25
|
2Q26
|
47,200
|
|
ZIM Norfolk (1)
|
9,115
|
31,764
|
2015
|
ZIM
|
2Q27
|
4Q27
|
65,000
|
|
Anthea Y (1)
|
9,115
|
31,890
|
2015
|
MSC
|
3Q25
|
4Q25
|
Footnote (3)
|
|
ZIM Xiamen (1)
|
9,115
|
31,820
|
2015
|
ZIM
|
3Q27
|
4Q27
|
65,000
|
|
MSC Tianjin
|
8,603
|
34,325
|
2005
|
MSC
|
3Q27
|
4Q27
|
19,000 (4)
|
|
MSC Qingdao
|
8,603
|
34,609
|
2004
|
MSC
|
2Q27
|
3Q27
|
23,000 (4)
|
|
GSL Ningbo
|
8,603
|
34,340
|
2004
|
MSC
|
3Q27
|
4Q27 (5)
|
Footnote (5)
|
|
GSL Alexandra
|
8,544
|
37,777
|
2004
|
Maersk
|
3Q25
|
3Q26
|
Footnote (6)
|
|
GSL Sofia
|
8,544
|
37,777
|
2003
|
Maersk
|
3Q25
|
3Q26
|
Footnote (6)
|
|
GSL Effie
|
8,544
|
37,777
|
2003
|
Maersk
|
3Q25
|
3Q26
|
Footnote (6)
|
|
GSL Lydia
|
8,544
|
37,777
|
2003
|
Maersk
|
2Q25
|
3Q26
|
Footnote (6)
|
|
GSL Eleni
|
7,847
|
29,261
|
2004
|
Maersk
|
3Q24
|
1Q25
|
16,500
|
|
GSL Kalliopi
|
7,847
|
29,105
|
2004
|
Maersk
|
3Q24
|
4Q24
|
18,900
|
|
GSL Grania
|
7,847
|
29,190
|
2004
|
Maersk
|
3Q24
|
1Q25
|
17,750
|
|
Mary (tbr Colombia Express) (1) (15)
|
6,927
|
23,424
|
2013
|
Hapag-Lloyd (7)
|
4Q28
|
1Q31 (7)
|
Footnote (7)
|
|
Kristina (1)
|
6,927
|
23,421
|
2013
|
CMA CGM (7)
|
3Q29
|
4Q31 (7)
|
25,910 (7)
|
|
Katherine (1)
|
6,927
|
23,403
|
2013
|
CMA CGM (7)
|
2Q29
|
2Q31 (7)
|
25,910 (7)
|
|
Alexandra (1)
|
6,927
|
23,348
|
2013
|
CMA CGM (7)
|
2Q29
|
3Q31 (7)
|
25,910 (7)
|
|
Alexis (1)
|
6,882
|
23,919
|
2015
|
CMA CGM (7)
|
2Q29
|
3Q31 (7)
|
25,910 (7)
|
|
Olivia I (1)
|
6,882
|
23,864
|
2015
|
CMA CGM (7)
|
2Q29
|
3Q31 (7)
|
25,910 (7)
|
|
GSL Christen
|
6,840
|
27,954
|
2002
|
OOCL
|
3Q24
|
4Q24
|
20,500
|
|
GSL Nicoletta
|
6,840
|
28,070
|
2002
|
Maersk
|
3Q24
|
1Q25
|
35,750
|
|
CMA CGM Berlioz
|
6,621
|
26,776
|
2001
|
CMA CGM
|
4Q25
|
2Q26
|
37,750
|
|
Agios Dimitrios
|
6,572
|
24,931
|
2011
|
MSC
|
2Q27
|
3Q27
|
20,000 (4)
|
|
GSL Vinia
|
6,080
|
23,737
|
2004
|
Maersk
|
3Q24
|
1Q25
|
13,250
|
|
GSL Christel Elisabeth
|
6,080
|
23,745
|
2004
|
Maersk
|
2Q24
|
1Q25
|
13,250
|
|
GSL Dorothea
|
5,992
|
24,243
|
2001
|
Maersk
|
3Q24
|
3Q26
|
18,600 (8)
|
|
GSL Arcadia
|
6,008
|
24,858
|
2000
|
Maersk
|
2Q24
|
1Q26
|
18,600 (8)
|
|
GSL Violetta
|
6,008
|
24,873
|
2000
|
Maersk
|
4Q24
|
4Q25
|
18,600 (8)
|
|
GSL Maria
|
6,008
|
24,414
|
2001
|
Maersk
|
4Q24
|
1Q27
|
18,600 (8)
|
|
GSL MYNY
|
6,008
|
24,873
|
2000
|
Maersk
|
3Q24
|
1Q26
|
18,600 (8)
|
|
GSL Melita
|
6,008
|
24,848
|
2001
|
Maersk
|
3Q24
|
3Q26
|
18,600 (8)
|
|
GSL Tegea
|
5,992
|
24,308
|
2001
|
Maersk
|
3Q24
|
3Q26
|
18,600 (8)
|
|
Tasman
|
5,936
|
25,010
|
2000
|
Maersk
|
2Q24
|
2Q24
|
20,000
|
|
ZIM Europe
|
5,936
|
25,010
|
2000
|
ZIM
|
1Q24
|
2Q24
|
24,250
|
|
Ian H
|
5,936
|
25,128
|
2000
|
ZIM
|
2Q24
|
4Q24
|
32,500
|
|
GSL Tripoli
|
5,470
|
22,259
|
2009
|
Maersk
|
4Q24
|
4Q27
|
36,500 (9)
|
|
GSL Kithira
|
5,470
|
22,108
|
2009
|
Maersk
|
4Q24
|
1Q28
|
36,500 (9)
|
|
GSL Tinos
|
5,470
|
22,067
|
2010
|
Maersk
|
4Q24
|
4Q27
|
36,500 (9)
|
|
GSL Syros
|
5,470
|
22,098
|
2010
|
Maersk
|
4Q24
|
4Q27
|
36,500 (9)
|
|
Dolphin II
|
5,095
|
20,596
|
2007
|
OOCL
|
1Q25
|
3Q25
|
53,500
|
|
Orca I
|
5,095
|
20,633
|
2006
|
Maersk
|
2Q24
|
4Q25
|
21,000 (10)
|
|
CMA CGM Alcazar
|
5,089
|
20,087
|
2007
|
CMA CGM
|
3Q26
|
1Q27
|
35,500
|
|
GSL Château d’If
|
5,089
|
19,994
|
2007
|
CMA CGM
|
4Q26
|
1Q27
|
35,500
|
|
GSL Susan
|
4,363
|
17,309
|
2008
|
CMA CGM
|
3Q27
|
1Q28
|
Footnote (11)
|
|
CMA CGM Jamaica
|
4,298
|
17,272
|
2006
|
CMA CGM
|
1Q28
|
2Q28
|
Footnote (11)
|
|
CMA CGM Sambhar
|
4,045
|
17,429
|
2006
|
CMA CGM
|
1Q28
|
2Q28
|
Footnote (11)
|
|
CMA CGM America
|
4,045
|
17,428
|
2006
|
CMA CGM
|
1Q28
|
2Q28
|
Footnote (11)
|
|
GSL Rossi
|
3,421
|
16,420
|
2012
|
ZIM
|
1Q26
|
3Q26
|
38,875 (12)
|
|
GSL Alice
|
3,421
|
16,543
|
2014
|
CMA CGM
|
2Q25
|
2Q25
|
20,500
|
|
GSL Eleftheria
|
3,404
|
16,642
|
2013
|
Maersk
|
3Q25
|
4Q25
|
37,975
|
|
GSL Melina
|
3,404
|
16,703
|
2013
|
Hapag-Lloyd
|
2Q24
|
3Q24
|
21,000
|
|
GSL Valerie
|
2,824
|
11,971
|
2005
|
ZIM
|
1Q25
|
3Q25
|
32,939 (13)
|
|
Matson Molokai
|
2,824
|
11,949
|
2007
|
Matson
|
2Q25
|
3Q25
|
36,600
|
|
GSL Lalo
|
2,824
|
11,950
|
2006
|
MSC
|
1Q24
|
2Q24
|
17,500
|
|
GSL Mercer
|
2,824
|
11,970
|
2007
|
ONE
|
4Q24
|
2Q25
|
35,750
|
|
Athena
|
2,762
|
13,538
|
2003
|
Hapag-Lloyd
|
2Q24
|
2Q24
|
21,500
|
|
GSL Elizabeth
|
2,741
|
11,507
|
2006
|
Unifeeder
|
1Q24
|
2Q24
|
15,250
|
|
Beethoven (tbr GSL Chloe) (15)
|
2,546
|
12,212
|
2012
|
ONE
|
4Q24
|
1Q25
|
33,000
|
|
GSL Maren
|
2,546
|
12,243
|
2014
|
Swire
|
1Q24
|
2Q24
|
18,200
|
|
Maira
|
2,506
|
11,453
|
2000
|
Hapag-Lloyd
|
3Q24
|
4Q24
|
16,000
|
|
Nikolas
|
2,506
|
11,370
|
2000
|
CMA CGM
|
1Q24
|
1Q24
|
16,750
|
|
Newyorker
|
2,506
|
11,463
|
2001
|
CMA CGM
|
1Q24
|
3Q24
|
20,700
|
|
Manet
|
2,272
|
11,727
|
2001
|
OOCL
|
4Q24
|
2Q25
|
32,000
|
|
Keta
|
2,207
|
11,731
|
2003
|
CMA CGM
|
1Q25
|
1Q25
|
25,000
|
|
Julie
|
2,207
|
11,731
|
2002
|
MSC |
2Q25
|
3Q25
|
Footnote (14)
|
|
Kumasi
|
2,207
|
11,791
|
2002
|
Wan Hai
|
1Q25
|
2Q25
|
38,000
|
|
Akiteta
|
2,207
|
11,731
|
2002
|
OOCL
|
4Q24
|
1Q25
|
32,000
|
Page 7
|
(1)
|
Modern design, high reefer capacity, fuel-efficient vessel.
|
|
(2)
|
In many instances charterers have the option to extend a charter beyond the nominal latest expiry date by the amount of time that the vessel was off hire during the
course of that charter. This additional charter time (“Offhire Extension”) is computed at the end of the initially contracted charter period. The Latest Charter Expiry Dates shown in this table have been adjusted to reflect offhire
accrued up to December 31, 2023 plus estimated offhire scheduled to occur during the remaining lifetimes of the respective charters. However, as actual offhire can only be calculated at the end of each charter, in some cases actual
Offhire Extensions – if invoked by charterers – may exceed the Latest Charter Expiry Dates indicated.
|
|
(3)
|
Anthea Y. The charter is expected to generate annualized Adjusted EBITDA of approximately $11.8 million.
|
|
(4)
|
MSC Tianjin, MSC Qingdao and Agios Dimitrios were each forward fixed for minimum 36 months – maximum 38 months. The new charters are expected to commence between 2Q 2024
and 3Q 2024, after the vessels are drydocked and are expected to generate annualized Adjusted EBITDA of approximately $6.9 million, $5.2 million, and $5.9 million, respectively. MSC Qingdao & Agios Dimitrios are fitted with
Exhaust Gas Cleaning Systems (“scrubbers”).
|
|
(5)
|
GSL Ningbo was chartered to MSC at $22,500 per day to 3Q 2023. Thereafter, the charter was extended by 48 to 52 months, at a rate expected to generate annualized Adjusted
EBITDA of approximately $16.5 million.
|
|
(6)
|
GSL Alexandra, GSL Sofia, GSL Effie and GSL Lydia delivered in 2Q 2023. Contract cover for each vessel is for a minimum firm period of 24 months from the date each vessel
was delivered, with charterers holding one year extension options. The vessels are expected to generate aggregate Adjusted EBITDA of approximately $76.6 million over the minimum firm period, increasing to $95.3 million if all options
are exercised.
|
|
(7)
|
Colombia Express (ex Mary), Kristina, Katherine, Alexandra, Alexis, Olivia I were forward fixed to Hapag-Lloyd for five years, followed by two periods of 12 months each
at the option of the charterer. The new charter for Colombia Express (ex Mary) commenced in early 2024. The new charters for the remaining vessels are scheduled to commence as each of the existing charters expire, on a staggered
basis, between approximately 2Q 2024 and late 2024. The charters are expected to generate average annualized Adjusted EBITDA of approximately $13.1 million per ship.
|
|
(8)
|
GSL Maria, GSL Violetta, GSL Arcadia, GSL MYNY, GSL Melita, GSL Tegea and GSL Dorothea. Contract cover for each ship is for a firm period of at least three years from the
date each vessel was delivered in 2021, with charterers holding a one-year extension option on each charter (at a rate of $12,900 per day), followed by a second option (at a rate of $12,700 per day) with the period determined by – and
terminating prior to – each vessel’s 25th year drydocking & special survey.
|
|
(9)
|
GSL Tripoli, GSL Kithira, GSL Tinos, and GSL Syros. Ultra-high reefer ships of 5,470 TEU each. Contract cover on each ship is for a firm period of three years, from their
delivery dates in 2021, at a rate of $36,500 per day, with a period of an additional three years (at $17,250 per day) at charterers’ option.
|
|
(10)
|
Orca I. Chartered at $21,000 per day through to the median expiry of the charter in 2Q 2024; thereafter the charterer has the option in 1Q 2024 to charter the vessel for
a further 12-14 months at the same rate from 3Q 2024.
|
|
(11)
|
GSL Susan, CMA CGM Jamaica, CMA CGM Sambhar and CMA CGM America were chartered at rates expected to generate average annualized Adjusted EBITDA of approximately $11.2
million per vessel.
|
|
(12)
|
GSL Rossi. Chartered at an average rate of $36,474 per day, $38,000 to 1Q 2025 and $35,000 for the remaining period.
|
|
(13)
|
GSL Valerie. Chartered at an average rate of $32,939 per day, $36,000 to 1Q 2024 and $32,000 for the remaining period.
|
|
(14)
|
Julie. Chartered at a rate expected to generate annualized Adjusted EBITDA of approximately $2.0 million.
|
|
(15)
|
“tbr” means “to be renamed”. On January 3, 2024, Mary was renamed to Colombia Express. On January 26, 2024, Beethoven was renamed to GSL Chloe.
|
Page 8
Conference Call and Webcast
Global Ship Lease will hold a conference call to discuss the Company's results for the three months and year ended December 31, 2023 today, Monday March 4, 2024 at 10:30 a.m. Eastern Time. There are two ways to
access the conference call:
(1) Dial-in: (646) 307-1963 or (800) 715-9871; Event ID: 1599924
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
The webcast will also be archived on the Company’s website: http://www.globalshiplease.com.
Annual Report on Form 20-F
The Company’s Annual Report for 2022 was filed with the Securities and Exchange Commission (the “Commission”) on March 23, 2023. 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 or on the Commission’s website at www.sec.gov. 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, 25 Wilton Road, London SW1V
ILW.
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. It was listed on the New York Stock Exchange in August 2008.
As of December 31, 2023, Global Ship Lease owned 68 containerships ranging from 2,207 to 11,040 TEU, with an aggregate capacity of 375,406 TEU. 36 ships are wide-beam Post-Panamax.
As of December 31, 2023, the average remaining term of the Company’s charters, to the mid-point of redelivery, including options under the Company’s control and other than if a redelivery notice has
been received, was 2.1 years on a TEU-weighted basis. Contracted revenue on the same basis was $1.72 billion. Contracted revenue was $2.12 billion, including options under charterers’ control and with latest redelivery date, representing a weighted
average remaining term of 2.8 years.
Reconciliation of Non-U.S. GAAP Financial Measures
To supplement our financial information presented in accordance with U.S. GAAP, we use certain “non-GAAP financial measures” as such term is defined in Regulation G promulgated by the SEC. Generally, a non-GAAP
financial measure is a numerical measure of a company’s operating performance, financial position or cash flows that excludes or includes amounts that are included in, or excluded from, the most directly comparable measure calculated and presented
in accordance with U.S. GAAP. We believe that the presentation of these measures provides investors with greater transparency and supplemental data relating to our financial condition and results of operations, and therefore a more complete
understanding of factors affecting our business than U.S. GAAP measures alone. In addition, we believe that the presentation of these matters is useful to investors for period-to-period comparison of results as the items may reflect certain unique
and/or non-operating items such as impairment charges, contract termination costs or items outside of our control.
We believe that the presentation of the following non-U.S. GAAP financial measures is useful to investors because they are frequently used by securities analysts, investors and other interested parties in the
evaluation of companies in our industry.
Page 9
| A. |
Adjusted EBITDA
|
Adjusted EBITDA represents net income available to common shareholders before interest income and expense, earnings allocated to preferred shares, income taxes, depreciation and amortization of drydocking net costs,
gains or losses on the sale of vessels, amortization of intangible liabilities, charges for share based compensation, fair value adjustment on derivatives, the effect of the straight lining of time charter modifications, and impairment losses.
Adjusted EBITDA is a non-U.S. GAAP quantitative measure used to assist in the assessment of our ability to generate cash from our operations. We believe 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 U.S. GAAP and should not be considered to be an alternative to net income or any other financial metric
required by such accounting principles. Our use of Adjusted EBITDA may vary from the use of similarly titled measures by others in our industry.
Adjusted EBITDA is presented herein both on a historic basis and on a forward-looking basis in certain instances. We do not provide a reconciliation of such forward looking non-U.S. GAAP financial measure to the most
directly comparable U.S. GAAP measure because such U.S. GAAP financial measure on a forward-looking basis is not available to us without unreasonable effort.
ADJUSTED EBITDA - UNAUDITED
(thousands of U.S. dollars)
|
Three months
ended
December 31,
2023
|
|
Three months
ended
December 31,
2022
|
|
Year
ended
December 31,
2023
|
|
Year
ended
December 31,
2022
|
|
|||||
|
Net income available to Common Shareholders
|
64,665
|
72,621
|
294,964
|
283,389
|
||||||||
|
Adjust:
|
Depreciation and amortization
|
24,391
|
20,656
|
91,727
|
81,303
|
|||||||
|
|
Amortization of intangible liabilities
|
(1,517
|
(8,433
|
)
|
(8,080
|
)
|
(41,158
|
)
|
||||
|
|
Impairment of vessels
|
18,830
|
3,033
|
18,830
|
3,033
|
|||||||
|
|
Fair value adjustment on derivative asset
|
4,335
|
1,623
|
5,372
|
(9,685
|
)
|
||||||
|
|
Interest income
|
(2,882
|
(1,317
|
)
|
(9,777
|
)
|
(2,512
|
)
|
||||
|
|
Interest expense
|
11,201
|
10,405
|
44,824
|
75,289
|
|||||||
|
|
Share based compensation
|
2,505
|
2,222
|
10,189
|
10,104
|
|||||||
|
|
Earnings allocated to preferred shares
|
2,384
|
2,384
|
9,536
|
9,536
|
|||||||
|
|
Income tax
|
443
|
-
|
448
|
(50
|
)
|
||||||
|
|
Effect from straight lining time charter modifications
|
2,782
|
(3,208
|
)
|
4,025
|
(10,899
|
)
|
|||||
|
Adjusted EBITDA
|
127,137
|
99,986
|
462,058
|
398,350
|
||||||||
| B. |
Normalized net income
|
Normalized net income represents net income available to common shareholders after adjusting for certain non-recurring items. Normalized net income is a non-U.S. GAAP quantitative measure which we believe will assist
investors and analysts who often adjust reported net income for items that do not affect operating performance or operating cash generated. Normalized net income is not defined in U.S. GAAP and should not be considered to be an alternate to net
income or any other financial metric required by such accounting principles. Our use of Normalized net income may vary from the use of similarly titled measures by others in our industry.
Page 10
NORMALIZED NET INCOME – UNAUDITED
(thousands of U.S. dollars)
|
Three months
ended
December 31,
2023
|
|
Three months
ended
December 31,
2022
|
|
Year ended
December 31,
2023
|
|
Year ended
December 31,
2022
|
||||||
|
Net income available to Common Shareholders
|
64,665
|
72,621
|
294,964
|
283,389
|
||||||||
|
Adjust:
|
Fair value adjustment on derivative assets
|
4,335
|
1,623
|
5,372
|
(9,685
|
)
|
||||||
|
Impairment of vessels
|
18,830
|
3,033
|
18,830
|
3,033
|
||||||||
|
Premium paid on redemption of 2024 Notes
|
-
|
-
|
-
|
2,350
|
||||||||
|
Accelerated write off of deferred financing charges related to redemption of 2024 Notes
|
-
|
-
|
-
|
2,104
|
||||||||
|
Accelerated write off of premium related to redemption of 2024 Notes
|
-
|
-
|
-
|
(1,344
|
)
|
|||||||
|
Accelerated write off of deferred financing charges related to full repayment of Hellenic Credit Facility
|
-
|
-
|
-
|
298
|
||||||||
|
Accelerated write off of deferred financing charges related to full repayment of Hayfin Credit Facility
|
-
|
-
|
-
|
2,822
|
||||||||
|
Prepayment fee on repayment of Hayfin Credit Facility
|
-
|
-
|
-
|
11,229
|
||||||||
|
Prepayment fee on repayment of Blue Ocean Credit Facility
|
-
|
-
|
-
|
3,968
|
||||||||
|
Accelerated write off of deferred financing charges related to full repayment of Blue Ocean Credit Facility
|
-
|
-
|
-
|
83
|
||||||||
|
Accelerated write off of deferred financing charges related to partial repayment of HCOB-CACIB Credit Facility
|
-
|
-
|
108
|
-
|
||||||||
|
Forfeit of certain stock-based compensation awards
|
-
|
-
|
451
|
-
|
||||||||
|
Normalized net income
|
87,830
|
77,277
|
319,725
|
298,247
|
||||||||
| C. |
Normalized Earnings per Share
|
Normalized Earnings per Share represents Earnings per Share after adjusting for certain non-recurring items. Normalized Earnings per Share is a non-U.S. GAAP quantitative measure which we believe will assist
investors and analysts who often adjust reported Earnings per Share for items that do not affect operating performance or operating cash generated. Normalized Earnings per Share is not defined in U.S. GAAP and should not be considered to be an
alternate to Earnings per Share as reported or any other financial metric required by such accounting principles. Our use of Normalized Earnings per Share may vary from the use of similarly titled measures by others in our industry.
Page 11
NORMALIZED EARNINGS PER SHARE – UNAUDITED
| |
Three months
ended
December 31,
2023
|
|
|
Three months
ended
December 31,
2022
|
|
|
Year ended
December 31,
2023
|
|
|
Year ended
December 31,
2022
|
|
|||||
|
EPS as reported (USD)
|
1.84
|
2.01
|
8.33
|
7.74
|
||||||||||||
|
Normalized net income adjustments-Class A common shares (in thousands USD)
|
23,165
|
4,656
|
24,761
|
14,858
|
||||||||||||
|
Weighted average number of Class A Common shares
|
35,203,657
|
36,073,240
|
35,405,458
|
36,603,134
|
||||||||||||
|
Adjustment on EPS (USD)
|
0.65
|
0.13
|
0.70
|
0.41
|
||||||||||||
|
Normalized EPS (USD)
|
2.49
|
2.14
|
9.03
|
8.15
|
||||||||||||
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", “should”, "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 strength of future growth of the container shipping industry, including the rates of annual demand and supply growth;
|
| • |
geo-political events such as the conflict in Ukraine and the recent escalation of the Israel-Gaza conflict;
|
| • |
the potential disruption of shipping routes, including due to lower water levels in the Panama Canal and the ongoing attacks by Houthis in the Red Sea;
|
| • |
the length and severity of the ongoing outbreak of the novel coronavirus (COVID-19) around the world and governmental responses thereto;
|
| • |
the financial condition of our charterers and their ability and willingness to pay charterhire to us in accordance with the charters and our expectations regarding the same;
|
| • |
the overall health and condition of the U.S. and global financial markets;
|
| • |
our financial condition and liquidity, including our ability to obtain additional financing to fund capital expenditures, vessel acquisitions and for other general corporate purposes and our ability to meet our financial covenants and
repay our borrowings;
|
Page 12
| • |
our expectations relating to dividend payments and expectations of our ability to make such payments including the availability of cash and the impact of constraints under our loan agreements;
|
| • |
future acquisitions, business strategy and expected capital spending;
|
| • |
operating expenses, availability of key employees, crew, number of off-hire days, drydocking and survey requirements, costs of regulatory compliance, insurance costs and general and administrative 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 vessel operation, including piracy, discharge of pollutants and vessel accidents and damage including total or constructive total loss;
|
| • |
estimated future capital expenditures needed to preserve our capital base;
|
| • |
our expectations about the availability of vessels to purchase, the time that it may take to construct new vessels, or the useful lives of our vessels;
|
| • |
our continued ability to enter into or renew charters including the re-chartering of vessels on the expiry of existing charters, or to secure profitable employment for our vessels in the spot market;
|
| • |
our ability to realize expected benefits from our acquisition of secondhand vessels;
|
| • |
our ability to capitalize on our management’s and 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;
|
| • |
changes in laws and regulations (including environmental rules and regulations);
|
| • |
potential liability from future litigation; and
|
| • |
other important factors described from time to time in the reports we file with the U.S. Securities and Exchange Commission (the “SEC”).
|
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.
Page 13
Global Ship Lease, Inc.
Interim Unaudited Condensed Consolidated Balance Sheets
(Expressed in thousands of U.S. dollars except share data)
|
December 31, 2023
|
December 31, 2022
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS
|
||||||||
|
Cash and cash equivalents
|
$
|
138,640
|
$
|
120,130
|
||||
|
Time deposits
|
14,000
|
8,550
|
||||||
|
Restricted cash
|
56,803
|
28,363
|
||||||
|
Accounts receivable, net
|
4,741
|
3,684
|
||||||
|
Inventories
|
15,764
|
12,237
|
||||||
|
Prepaid expenses and other current assets
|
40,464
|
33,765
|
||||||
|
Derivative asset
|
24,639
|
29,645
|
||||||
|
Due from related parties
|
626
|
673
|
||||||
|
Total current assets
|
$
|
295,677
|
$
|
237,047
|
||||
|
NON - CURRENT ASSETS
|
||||||||
|
Vessels in operation
|
$
|
1,664,101
|
$
|
1,623,307
|
||||
|
Advances for vessels' acquisitions and other additions
|
12,210
|
4,881
|
||||||
|
Deferred charges, net
|
73,720
|
54,663
|
||||||
|
Other non - current assets
|
23,935
|
31,022
|
||||||
|
Derivative asset, net of current portion
|
16,867
|
33,858
|
||||||
|
Restricted cash, net of current portion
|
85,270
|
121,437
|
||||||
|
Total non - current assets
|
1,876,103
|
1,869,168
|
||||||
|
TOTAL ASSETS
|
$
|
2,171,780
|
$
|
2,106,215
|
||||
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
|
CURRENT LIABILITIES
|
||||||||
|
Accounts payable
|
$
|
17,601
|
$
|
22,755
|
||||
|
Accrued liabilities
|
28,538
|
36,038
|
||||||
|
Current portion of long-term debt
|
193,253
|
189,832
|
||||||
|
Current portion of deferred revenue
|
40,331
|
12,569
|
||||||
|
Due to related parties
|
717
|
572
|
||||||
|
Total current liabilities
|
$
|
280,440
|
$
|
261,766
|
||||
|
LONG-TERM LIABILITIES
|
||||||||
|
Long - term debt, net of current portion and deferred financing costs
|
$
|
619,175
|
$
|
744,557
|
||||
|
Intangible liabilities-charter agreements
|
5,662
|
14,218
|
||||||
|
Deferred revenue, net of current portion
|
82,115
|
119,183
|
||||||
|
Total non - current liabilities
|
706,952
|
877,958
|
||||||
|
Total liabilities
|
$
|
987,392
|
$
|
1,139,724
|
||||
|
Commitments and Contingencies
|
- |
-
|
||||||
|
SHAREHOLDERS' EQUITY
|
||||||||
|
Class A common shares - authorized 214,000,000 shares with a $0.01 par value 35,188,323 shares issued and outstanding (2022 – 35,990,288 shares)
|
$
|
351
|
$
|
359
|
||||
|
Series B Preferred Shares - authorized 104,000 shares with a $0.01 par value 43,592 shares issued and outstanding (2022 – 43,592 shares)
|
-
|
-
|
||||||
|
Additional paid in capital
|
676,592
|
688,262
|
||||||
|
Retained earnings
|
488,105
|
246,390
|
||||||
|
Accumulated other comprehensive income
|
19,340
|
31,480
|
||||||
|
Total shareholders' equity
|
1,184,388
|
966,491
|
||||||
|
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
2,171,780
|
$
|
2,106,215
|
||||
Page 14
Global Ship Lease, Inc.
Interim Unaudited Condensed Consolidated Statements of Income
(Expressed in thousands of U.S. dollars)
|
Three months ended December 31,
|
Years ended December 31,
|
|||||||||||||||
|
2023
|
2022
|
2023
|
2022
|
|||||||||||||
|
OPERATING REVENUES
|
||||||||||||||||
|
Time charter revenue (include related party revenues of $nil and $nil for each of the three month periods ended December 31, 2023 and 2022, respectively, and $nil and $66,929 for each of the years ended
December 31, 2023 and 2022, respectively)
|
$
|
177,377
|
$
|
156,589
|
$
|
666,715
|
$
|
604,487
|
||||||||
|
Amortization of intangible liabilities-charter agreements (includes related party amortization of intangible liabilities-charter agreements of $nil and $nil for the three month periods ended December 31, 2023
and 2022, respectively, and $nil and $5,385 for each of the years ended December 31, 2023 and 2022, respectively)
|
1,517
|
8,433
|
8,080
|
41,158
|
||||||||||||
|
Total Operating Revenues
|
178,894
|
165,022
|
674,795
|
645,645
|
||||||||||||
|
OPERATING EXPENSES:
|
||||||||||||||||
|
Vessel operating expenses (include related party vessel operating expenses of $5,014 and $3,956 for each of the three month periods ended December 31, 2023 and 2022, respectively, and $19,086 and $16,642 for
each of the years ended December 31, 2023 and 2022, respectively)
|
46,953
|
45,561
|
179,221
|
167,444
|
||||||||||||
|
Time charter and voyage expenses (include related party time charter and voyage expenses of $2,194 and $1,643 for the three month periods ended December 31, 2023 and 2022, respectively, and $7,995 and $6,289
for each of the years ended December 31, 2023 and 2022, respectively)
|
5,397
|
6,560
|
23,582
|
21,154
|
||||||||||||
|
Depreciation and amortization
|
24,391
|
20,656
|
91,727
|
81,303
|
||||||||||||
|
Impairment of vessels
|
18,830
|
3,033
|
18,830
|
3,033
|
||||||||||||
|
General and administrative expenses
|
4,469
|
4,078
|
18,217
|
18,526
|
||||||||||||
|
Operating Income
|
78,854
|
85,134
|
343,218
|
354,185
|
||||||||||||
|
NON-OPERATING INCOME/(EXPENSES)
|
||||||||||||||||
|
Interest income
|
2,882
|
1,317
|
9,777
|
2,512
|
||||||||||||
|
Interest and other finance expenses
|
(11,201
|
)
|
(10,405
|
)
|
(44,824
|
)
|
(75,289
|
)
|
||||||||
|
Other income, net
|
1,292
|
582
|
2,149
|
1,782
|
||||||||||||
|
Fair value adjustment on derivative asset
|
(4,335
|
)
|
(1,623
|
)
|
(5,372
|
)
|
9,685
|
|||||||||
|
Total non-operating expenses
|
(11,362
|
)
|
(10,129
|
)
|
(38,270
|
)
|
(61,310
|
)
|
||||||||
|
Income before income taxes
|
67,492
|
75,005
|
304,948
|
292,875
|
||||||||||||
|
Income taxes
|
(443
|
)
|
-
|
(448
|
)
|
50
|
||||||||||
|
Net Income
|
67,049
|
75,005
|
304,500
|
292,925
|
||||||||||||
|
Earnings allocated to Series B Preferred Shares
|
(2,384
|
)
|
(2,384
|
)
|
(9,536
|
)
|
(9,536
|
)
|
||||||||
|
Net Income available to Common Shareholders
|
$
|
64,665
|
$
|
72,621
|
$
|
294,964
|
$
|
283,389
|
||||||||
Page 15
Global Ship Lease, Inc.
Interim Unaudited Condensed Consolidated Statements of Cash Flows
(Expressed in thousands of U.S. dollars)
|
Three months ended December 31,
|
Years ended December 31,
|
|||||||||||||||
|
2023
|
2022
|
2023
|
2022
|
|||||||||||||
|
Cash flows from operating activities:
|
||||||||||||||||
|
Net income
|
$
|
67,049
|
$
|
75,005
|
$
|
304,500
|
$
|
292,925
|
||||||||
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||||||
|
Depreciation and amortization
|
$
|
24,391
|
$
|
20,656
|
$
|
91,727
|
$
|
81,303
|
||||||||
|
Impairment of vessels
|
18,830
|
3,033
|
18,830
|
3,033
|
||||||||||||
|
Amounts reclassified to/(from) other comprehensive income
|
294
|
(1,091
|
)
|
214
|
(1,091
|
)
|
||||||||||
|
Amortization of derivative assets’ premium
|
1,186
|
624
|
4,271
|
1,123
|
||||||||||||
|
Amortization of deferred financing costs
|
1,411
|
1,482
|
5,526
|
11,233
|
||||||||||||
|
Amortization of original issue premium on repurchase of notes
|
-
|
-
|
-
|
762
|
||||||||||||
|
Amortization of intangible liabilities-charter agreements
|
(1,517
|
)
|
(8,433
|
)
|
(8,080
|
)
|
(41,158
|
)
|
||||||||
|
Fair value adjustment on derivative asset
|
4,335
|
1,623
|
5,372
|
(9,685
|
)
|
|||||||||||
|
Prepayment fees on debt repayment
|
-
|
-
|
-
|
15,197
|
||||||||||||
|
Stock-based compensation expense
|
2,505
|
2,222
|
10,189
|
10,104
|
||||||||||||
|
Changes in operating assets and liabilities:
|
||||||||||||||||
|
Decrease/(increase) in accounts receivable and other assets
|
$
|
2,842
|
$
|
(12,012
|
)
|
$
|
(669
|
)
|
$
|
(26,017
|
)
|
|||||
|
Increase in inventories
|
(1,650
|
)
|
(682
|
)
|
(3,527
|
)
|
(827
|
)
|
||||||||
|
Increase in derivative asset
|
-
|
-
|
-
|
(15,370
|
)
|
|||||||||||
|
Increase/(decrease) in accounts payable and other liabilities
|
208
|
12,298
|
(5,890
|
)
|
11,835
|
|||||||||||
|
Decrease/(increase) in related parties' balances, net
|
192
|
(294
|
)
|
192
|
2,253
|
|||||||||||
|
(Decrease)/increase in deferred revenue
|
(8,838
|
)
|
2,929
|
(9,306
|
)
|
21,968
|
||||||||||
|
Payments for drydock and special survey costs(1)
|
(5,779
|
)
|
(8,792
|
)
|
(38,341
|
)
|
(30,105
|
)
|
||||||||
|
Unrealized foreign exchange (gain)/loss
|
-
|
(1
|
)
|
-
|
1
|
|||||||||||
|
Net cash provided by operating activities
|
$
|
105,459
|
$
|
88,567
|
$
|
375,008
|
$
|
327,484
|
||||||||
|
Cash flows from investing activities:
|
||||||||||||||||
|
Acquisition of vessels
|
$
|
-
|
$
|
-
|
$
|
(123,300
|
)
|
$
|
-
|
|||||||
|
Cash paid for vessel expenditures
|
(7,017
|
)
|
(1,031
|
)
|
(19,586
|
)
|
(5,460
|
)
|
||||||||
|
Advances for vessel acquisitions and other additions
|
(2,801
|
)
|
(937
|
)
|
(9,587
|
)
|
(3,772
|
)
|
||||||||
|
Net proceeds from sale of vessel
|
-
|
-
|
5,940
|
-
|
||||||||||||
|
Time deposits withdrawal/(acquired)
|
-
|
8,850
|
(5,450
|
)
|
(650
|
)
|
||||||||||
|
Net cash (used in)/provided by investing activities
|
$
|
(9,818
|
)
|
$
|
6,882
|
$
|
(151,983
|
)
|
$
|
(9,882
|
)
|
|||||
|
Cash flows from financing activities:
|
||||||||||||||||
|
Repurchase of 2024 Notes, including premium
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
(119,871
|
)
|
|||||||
|
Proceeds from drawdown of credit facilities
|
-
|
-
|
76,000
|
60,000
|
||||||||||||
|
Proceeds from 2027 Secured Notes
|
-
|
-
|
-
|
350,000
|
||||||||||||
|
Repayment of credit facilities and sale and leaseback
|
(51,081
|
)
|
(49,976
|
)
|
(202,348
|
)
|
(167,056
|
)
|
||||||||
|
Repayment of refinanced debt, including prepayment fees
|
-
|
-
|
-
|
(276,671
|
)
|
|||||||||||
|
Deferred financing costs paid
|
-
|
-
|
(1,140
|
)
|
(9,655
|
)
|
||||||||||
|
Cancellation of Class A common shares
|
(1,548
|
)
|
(5,101
|
)
|
(21,969
|
)
|
(20,011
|
)
|
||||||||
|
Proceeds from offering of Series B preferred shares, net of offering costs
|
-
|
(17
|
)
|
-
|
(17
|
)
|
||||||||||
|
Class A common shares-dividend paid
|
(13,258
|
)
|
(13,548
|
)
|
(53,249
|
)
|
(50,497
|
)
|
||||||||
|
Series B preferred shares-dividend paid
|
(2,384
|
)
|
(2,384
|
)
|
(9,536
|
)
|
(9,536
|
)
|
||||||||
|
Net cash used in financing activities
|
$
|
(68,271
|
)
|
$
|
(71,026
|
)
|
$
|
(212,242
|
)
|
$
|
(243,314
|
)
|
||||
|
Net increase in cash and cash equivalents and restricted cash
|
27,370
|
24,423
|
10,783
|
74,288
|
||||||||||||
|
Cash and cash equivalents and restricted cash at beginning of the period
|
253,343
|
245,507
|
269,930
|
195,642
|
||||||||||||
|
Cash and cash equivalents and restricted cash at end of the period
|
$
|
280,713
|
$
|
269,930
|
$
|
280,713
|
$
|
269,930
|
||||||||
|
Supplementary Cash Flow Information:
|
||||||||||||||||
|
Cash paid for interest
|
16,985
|
17,019
|
67,997
|
51,490
|
||||||||||||
|
Cash received from interest rate caps
|
8,169
|
5,998
|
32,549
|
9,245
|
||||||||||||
|
Non-cash financing activities:
|
||||||||||||||||
|
Unpaid offering costs
|
-
|
283
|
-
|
283
|
||||||||||||
|
Unrealized (loss)/gain on derivative assets
|
(11,014
|
)
|
(4,042
|
)
|
(16,625
|
)
|
31,221
|
|||||||||
| (1) |
During the year ended December 31, 2023, the Company corrected prior year statements of cash flows and reclassified payments for drydocking and special survey costs from investing outflows to operating outflows which resulted in a
decrease in investing outflows and increase in operating outflows of $4,741 and $24,457 for the three months and year ended December 31, 2022, respectively. The Company evaluated the reclassifications from both a quantitative and
qualitative perspective and determined the impacts were immaterial to the previously issued interim and annual financial statements.
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Exhibit 99.2
Investor and Media Contact:
The IGB Group
Bryan Degnan
646-673-9701
or
Leon Berman
212-477-8438
Global Ship Lease Declares Quarterly Dividend on its 8.75% Series B Cumulative Redeemable Perpetual Preferred Shares
LONDON, March 4, 2024 – Global Ship Lease, Inc. (NYSE:GSL) (the “Company”) announced today that the Company’s Board of Directors has declared a cash
dividend of $0.546875 per depositary share, each representing a 1/100th interest in a share of its 8.75% Series B Cumulative Redeemable Perpetual Preferred Shares (the “Series B Preferred Shares”) (NYSE:GSLPrB). The dividend represents payment
for the period from January 1, 2024 to March 31, 2024 and will be paid on April 2, 2024 to all Series B Preferred Shareholders of record as of March 22, 2024.
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. It was listed on the New York Stock
Exchange in August 2008.
As of December 31, 2023, Global Ship Lease owned 68 containerships ranging from 2,207 to 11,040 TEU, with an aggregate capacity of 375,406 TEU. 36
ships are wide-beam Post-Panamax.
As of December 31, 2023, the average remaining term of the Company’s charters, to the mid-point of redelivery, including options under the Company’s
control and other than if a redelivery notice has been received, was 2.1 years on a TEU-weighted basis. Contracted revenue on the same basis was $1.72 billion. Contracted revenue was $2.12 billion, including options under charterers’ control and
with latest redelivery date, representing a weighted average remaining term of 2.8 years.
Forward-Looking Statements
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", “should”, "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.