Global Ship Lease, Inc. (NYSE: GSL)(NYSE: GSL.U)(NYSE: GSL.WS), a
containership charter owner, announced today its unaudited results
for the three months ended September 30, 2009.
Third Quarter and Year-to-Date 2009 Highlights
- Generated $15.4 million of cash in the third quarter of 2009
and $45.5 million in the nine months ended September 30, 2009
- Reported revenue of $37.6 million for the third quarter of
2009 up 57% on $23.9 million for the third quarter 2008 due to the
purchase of four additional vessels in December 2008 and one
additional vessel in August 2009 and $108.8 million for the nine
months ended September 30, 2009 up 58% on $68.7 million for the
nine months ended September 30, 2008
- Reported normalized net earnings of $6.2 million, or $0.12 per
share, for the third quarter of 2009, excluding a $8.1 million
non-cash interest rate derivative mark-to-market charge and $2.0
million deferred financing costs written off on an accelerated
basis. For the nine months ended September 30, 2009, normalized net
earnings was $19.4 million, or $0.36 per share, excluding $12.8
million non-cash mark-to-market gain and $2.2 million deferred
financing costs written off on an accelerated basis
- Including the non-cash mark-to-market and deferred financing
costs items, reported net loss was $3.9 million, or $(0.07) loss
per share, for the third quarter of 2009 and net gain was $30.0
million, or $0.56 per share, for the nine months ended September
30, 2009
- Purchased CMA CGM Berlioz, a 2001-built 6,627 TEU container
vessel, in August 2009 for $82 million. The vessel is chartered to
CMA CGM for 12 years
- Amended the credit facility in August 2009 to suspend
loan-to-value tests effectively until second quarter 2011. The
amendment also allowed further borrowings to finance the purchase
of CMA CGM Berlioz, cancelled all undrawn commitments and requires
prepayments based on free cash flow. No common dividends can be
declared or paid until the later of November 30, 2010 or when
loan-to-value falls to 75% or below
Ian Webber, Chief Executive Officer of Global Ship Lease,
stated, "During the third quarter, Global Ship Lease's entire fleet
remained secured on long-term contracts and the business model
continued to perform as expected. Our contracted revenue and capped
operating cost agreements enabled the Company to once again record
strong and consistent revenue and cash flow. Complementing our
operating performance, we grew our fleet and contracted revenue
with the purchase of the CMA CGM Berlioz in August 2009. As
anticipated, we also finalized an amendment to our credit facility
during August."
Results for Three And Nine months ended September 30, 2009
Comparative financial information for the three and nine months
ended September 30, 2008 is prepared under predecessor accounting
rules and includes the results of operations of two of the
Company's vessels for part of January 2008 when they were owned by
CMA CGM, a privately owned French container shipping company, and
operated in CMA CGM's business of earning revenue from carrying
containerized cargo. Global Ship Lease commenced its business of
time chartering out vessels in December 2007 when it purchased 10
container vessels from CMA CGM. The Company purchased the two
additional vessels from CMA CGM in January 2008 and has
subsequently purchased an additional five vessels. The predecessor
and Global Ship Lease business models are not comparable.
Further, there were significant changes to the Company's legal
and capital structure arising from the merger on August 14, 2008,
which resulted in the Company becoming listed on the New York Stock
Exchange. Accordingly, selected comparative information is
presented.
SELECTED FINANCIAL DATA - UNAUDITED
(thousands of U.S. dollars except per share data)
Three Three Nine Nine
months ended months ended months ended months ended
Sept 30, Sept 30, Sept 30, Sept 30,
2009 2008(4) 2009 2008(4)
-------------------------------------------------------------------------
Revenue (1) 37,623 23,912 108,824 68,673
Operating Income (1) 16,132 9,414 43,855 28,948
Net (Loss) Income (1) (3,893) (1,221) 30,026 9,204
Earnings per A and
B share (2) (0.07) - 0.56 -
Normalised net
earnings (2)(3) 6,249 - 19,383 -
Normalised earnings
per A and
B share (2)(3) 0.12 - 0.56 -
Adjusted Cash From
Operations (2) (3) 15,383 - 45,485 -
(1) Comparative data for the three and nine months ended
September 30, 2008 relates to the Company's time charter business
only and therefore excludes the results from containerized
transportation undertaken by the predecessor group
(2) Comparative data is not presented due to the significant
changes to the legal and capital structure arising from the merger
on August 14, 2008 resulting in the Company being listed on the New
York Stock Exchange
(3) Normalized net earnings, normalized earnings per share, and
adjusted cash from operations are non-US Generally Accepted
Accounting Principles (US GAAP) measures, as explained further in
this press release, and reconciliations are provided to the interim
unaudited financial information
(4) Based on the combination of time charter activity for
Predecessor and Successor periods
Revenue and Utilization
Global Ship Lease owned sixteen vessels up to August 26, 2009
when CMA CGM Berlioz was purchased. The fleet generated revenue
from fixed rate long-term time charters of $37.6 million in the
three months ended September 30, 2009 up 57% on revenue of $23.9
million for the comparative period in 2008 due to the purchase of
four additional ships in December 2008 and one in August 2009.
These five vessels have an average daily charter rate of $31,450
compared to an average daily charter rate of $22,685 for the
previous fleet of 12 vessels. During the three months ended
September 30, 2009, there were 1,508 ownership days, up 404 or 37%
on 1,104 ownership days in the comparable period. CMA CGM Matisse
was dry-docked, at a cost of $0.9 million, for 16 days in the
quarter and there were four unplanned off-hire days in the three
months ended September 30, 2009 giving utilization of 98.7%. In the
comparable period of 2008, there were 18 unplanned off-hire days,
giving utilization of 98.4%.
For the nine months ended September 30, 2009 revenue was $108.8
million, an increase of 58% compared to time charter revenue of
$68.7 million in the comparative period. Ownership days at 4,404
were up 1,141, or 35%, on 3,263 in the comparative period.
Utilization in the nine months ended September 30, 2009 was 98.7%
up slightly on 98.6% in the comparative period.
Vessel Operating Expenses
Vessel operating expenses, which include costs of crew,
lubricating oil, spares and insurance, were $10.3 million for the
three months ended September 30, 2009. The average cost per
ownership day was $6,820 down 5% from the average daily cost of
$7,217 for the previous quarter due to an insurance related credit
arising in the three months ended September 30, 2009 and due to the
previous quarter including approximately $400,000 of spend on crane
jib improvements and replacing radars and turbo charger grids, and
down 5% from the average daily cost of $7,145 for the comparative
period in 2008.
Vessel operating expenses were $31.5 million for the nine months
ended September 30, 2009 or $7,156 per ownership day. This compares
to $21.9 million vessel operating expenses associated with the time
charter business in the comparative period or $6,703 per ownership
day. The increase over 2008 is due mainly to increases in crew
costs in the intervening period and the impact of the four vessels
delivered in December 2008 which are on average larger than the
previous vessels and are thus more expensive to operate.
Vessel operating expenses are at less than the capped amounts
included in Global Ship Lease's ship management agreements.
Depreciation
Depreciation was $9.5 million for the three months ended
September 30, 2009, including the effect of the purchase of four
additional vessels in December 2008 and one in August 2009,
compared to $5.2 million for the comparative period. In the nine
months to September 30, 2009 depreciation was $27.2 million, up
from $14.7 million for the time charter business in the comparative
period in 2008.
General and Administrative Costs
General and administrative costs incurred were $2.0 million in
the three months ended September 30, 2009, including $0.6 million
non-cash charge for stock based incentives, compared to $1.5
million for the time charter business in the comparable period in
2008 when for half of the quarter the Company was a wholly-owned
subsidiary of CMA CGM. In the nine months ended September 30, 2009
general and administrative costs were $6.6 million, including $2.2
million non-cash charge for stock based incentives, compared to
$3.3 million in the comparative period.
Interest Expense
Interest expense, excluding the effect of interest rate
derivatives which do not qualify for hedge accounting, for the
three months ended September 30, 2009 was $7.9 million. This
includes a non recurring write off of a portion of brought forward
unamortized deferred financing costs of $2.0 million as a result of
reduced borrowing capacity following the amendment to the credit
facility agreed in August 2009. The Company's borrowings under its
credit facility averaged approximately $564.4 million in the three
months ended September 30, 2009 and there were $48.0 million
preferred shares throughout the period. Interest expense in the
comparative period in 2008 was $4.2 million based on average
borrowings of $453.4 million in the quarter.
For the nine months ended September 30, 2009 net interest
expense was $18.1 million including $2.2 million write off of
deferred financing costs and based on average borrowings, including
the preferred shares, of $597.6 million compared to $18.8 million
net interest expense for the comparative period in 2008 based on
average borrowings including the preferred shares of $536.0 million
in the comparative period.
Change in Fair Value of Financial Instruments
The Company hedges the majority of its interest rate exposure by
entering into derivatives that swap floating rate debt for fixed
rate debt to provide long-term stability and predictability to cash
flows. As these hedges do not qualify for hedge accounting under US
GAAP, the outstanding hedges are marked to market at each period
end with any change in the fair value being booked to the income
and expenditure account. The Company's derivative hedging
instruments led to a $12.0 million loss in the three months ended
September 30, 2009, reflecting primarily movements in the forward
curve for interest rates. Of this amount, $3.9 million was realized
for settlements of swaps in the period and $8.1 million was
unrealized for revaluation of the balance sheet position. This
compares to a $6.7 million loss in the three months ended September
30, 2008 of which $0.3 million was realized and $6.4 million was
unrealized. For the nine months ended September 30, 2009 the
reported gain was $4.1 million comprising $8.7 million realized
charge and $12.8 million unrealized gain. For the nine months ended
September 30, 2008 the reported loss was $1.5 million of which $0.4
million was realized and $1.1 million was unrealized.
At September 30, 2009 the total mark-to-market unrealized loss
recognized as a liability was $34.2 million.
Unrealized mark-to-market adjustments have no impact on
operating performance or cash generation.
Net Earnings
Normalized net earnings was $6.2 million, or $0.12 per Class A
and B common share, for the three months ended September 30, 2009
excluding the $8.1million non-cash interest rate derivative
mark-to-market loss and $2.0 million write off of deferred
financing costs following the reduction in the company's borrowing
capacity. Including the mark-to-market loss and the deferred
financing costs written off, the net loss was $3.9 million or
$(0.07) loss per Class A and B common share.
Normalized net earnings was $19.4 million, or $0.36 per Class A
and B common share, for the nine months ended September 30, 2009
excluding the $12.8 million non-cash interest rate derivative
mark-to-market gain and $2.2 million deferred financing costs
written off. Including these items, net income was $30.0 million or
$0.56 per Class A and B common share.
Normalized net earnings and normalized earnings per share are
non-US GAAP measures and are reconciled to the financial
information included in this press release. We believe that they
are useful measures with which to assess the Company's financial
performance as they adjust for non-cash items that do not affect
the Company's ability to generate cash.
Credit Facility
On August 20, 2009, the Company entered into an amendment to its
credit facility, whereby the loan-to-value covenant has been waived
up to and including November 30, 2010 with the next loan-to-value
test scheduled for April 30, 2011. Further, Global Ship Lease was
able to borrow sufficient funds under the credit facility to allow
the purchase of the CMA CGM Berlioz in August 2009. Amounts
borrowed under the amended credit facility bear interest at LIBOR
plus a fixed interest margin of 3.50% up to November 30, 2010.
Thereafter, the margin will be between 2.50% and 3.50% depending on
the loan-to-value ratio.
In connection with the amended credit facility, all undrawn
commitments of approximately $200 million were cancelled and Global
Ship Lease may not pay dividends to common shareholders, instead
using its cash flow to prepay borrowings under the credit facility.
Global Ship Lease will be able to resume dividends after November
30, 2010 and once the loan-to-value is at or below 75%, when the
prepayment of borrowings becomes fixed at $10 million per quarter.
As part of the amendment, CMA CGM has agreed to defer redemption of
the $48 million preferred shares it holds until after the final
maturity of the credit facility in August 2016 and retain its
current holding of approximately 24.4 million common shares at
least until November 30, 2010.
Dividend
Global Ship Lease has agreed with its lenders that it will not
declare or pay any dividend to common shareholders until the later
of November 30, 2010 and when loan-to-value is at or below 75%. The
board of directors will review the dividend policy when
appropriate.
Adjusted Cash From Operations
Adjusted cash from operations was $15.4 million for the three
months ended September 30, 2009 and was $45.5 million for the nine
months then ended. Adjusted cash from operations is a non-US GAAP
measure and is reconciled to the financial information further in
this press release. The Company believes that it is a useful
measure with which to assess the Company's operating performance as
it adjusts for the effects of non-cash items.
Fleet Utilization
The table below shows fleet utilization for the three and nine
months to September 30, 2009 and 2008. Unplanned offhire in the
nine months ended September 30, 2009 includes 18 days in first
quarter for drydock and associated repairs following a grounding
and a seven day deviation to land a sick crew member.
Three months ended Nine months ended
-------------------------------------------------------------------------
Sept 30, Sept 30, Increase Sept 30, Sept 30, Increase
Days 2009 2008 2009 2008
-------------------------------------------------------------------------
Ownership days 1,508 1,104 37% 4,404 3,263 35%
Planned offhire
- scheduled
drydock (16) - (16) (15)
Unplanned offhire
- other (4) (18) (42) (30)
-------------------------------------------------------------------------
Operating days 1,488 1,086 37% 4,346 3,218 35%
Utilization 98.7% 98.4% 98.7% 98.6%
Fleet
The following table provides information about the on-the-water
fleet of 17 vessels chartered to CMA CGM.
Charter Daily
Remaining Charter
Capacity Year Purchase Date Duration Rate ($)
Vessel Name in TEUs(1) Built by GSL (years)
--------------------------------------------------------------------------
Ville d'Orion 4,113 1997 December 2007 3.25 $28,500
Ville d'Aquarius 4,113 1996 December 2007 3.25 $28,500
CMA CGM Matisse 2,262 1999 December 2007 7.25 $18,465
CMA CGM Utrillo 2,262 1999 December 2007 7.25 $18,465
Delmas Keta 2,207 2003 December 2007 8.25 $18,465
Julie Delmas 2,207 2002 December 2007 8.25 $18,465
Kumasi 2,207 2002 December 2007 8.25 $18,465
Marie Delmas 2,207 2002 December 2007 8.25 $18,465
CMA CGM La Tour 2,272 2001 December 2007 7.25 $18,465
CMA CGM Manet 2,272 2001 December 2007 7.25 $18,465
CMA CGM Alcazar 5,100 2007 January 2008 11.25 $33,750
CMA CGM Chateau d'If 5,100 2007 January 2008 11.25 $33,750
CMA CGM Thalassa 10,960 2008 December 2008 16.25 $47,200
CMA CGM Jamaica 4,298 2006 December 2008 13.25 $25,350
CMA CGM Sambhar 4,045 2006 December 2008 13.25 $25,350
CMA CGM America 4,045 2006 December 2008 13.25 $25,350
CMA CGM Berlioz 6,627 2001 August 2009 12.00 $34,000
(1) Twenty-foot Equivalent Units.
The following table provides information about the contracted
fleet.
Charter Daily
Vessel Capacity Year Estimated Duration Charter
Name in TEUs(1) Built Delivery Date Charterer (years) Rate ($)
--------------------------------------------------------------------------
Hull 789 (2) 4,250 2010 October 2010 ZIM 7-8(3) $28,000
Hull 790 (2) 4,250 2010 December 2010 ZIM 7-8(3) $28,000
(1) Twenty-foot Equivalent Units.
(2) Contracted to be purchased from German interests.
(3) Seven-year charter that could be extended to eight years at charterer's
option.
Conference Call and Webcast
Global Ship Lease will hold a conference call to discuss the
Company's results for the three months ended September 30, 2009
today, Tuesday, November 10, 2009 at 10:30 a.m. Eastern Time. There
are two ways to access the conference call:
(1) Dial-in: (800) 289-0546 or (913) 312-0692; Passcode:
2534512
Please dial in at least 10 minutes prior to 10:30 a.m. Eastern
Time to ensure a prompt start to the call.
(2) Live Internet webcast and slide presentation:
http://www.globalshiplease.com
If you are unable to participate at this time, a replay of the
call will be available through Tuesday, November 24, 2009 at (888)
203-1112 or (719) 457-0820. Enter the code 2534512 to access the
audio replay. The webcast will also be archived on the Company's
website: http://www.globalshiplease.com.
About Global Ship Lease
Global Ship Lease is a containership charter owner. Incorporated
in the Marshall Islands, Global Ship Lease commenced operations in
December 2007 with a business of owning and chartering out
containerships under long-term, fixed rate charters to world class
container liner companies.
Global Ship Lease currently owns 17 vessels with a total
capacity of 66,297 TEU with a weighted average age at September 30,
2009 of 5.6 years. All of the current vessels are fixed on
long-term charters to CMA CGM with an average remaining term of 9.3
years. The Company has contracts in place to purchase two 4,250 TEU
newbuildings from German interests for approximately $77 million
each that are scheduled to be delivered in the fourth quarter of
2010. The Company has agreements to charter out these newbuildings
to Zim Integrated Shipping Services Limited for seven to eight
years.
Reconciliation of Non-U.S. GAAP Financial Measures
A. Adjusted Cash From Operations
Adjusted cash from operations is a non-US GAAP measure and is
reconciled to the financial information below. It represents net
earnings adjusted for non-cash items including depreciation,
amortization of deferred financing charges, accretion of earnings
for intangible liabilities, charge for equity based incentive
awards and change in fair value of derivatives. We also deduct an
allowance for the cost of future drydockings, which due to their
substantial and periodic nature could otherwise distort quarterly
cashflow available for common dividends. Adjusted cash from
operations is a non-US GAAP quantitative measure used to assist in
the assessment of the Company's ability to generate cash. Adjusted
cash from operations is not defined in accounting principles
generally accepted in the United States and should not be
considered to be an alternate to net earnings or any other
financial metric required by such accounting principles. We believe
that adjusted cash from operations is a useful measure with which
to assess the Company's operating performance as it adjusts for the
effects of non-cash items.
ADJUSTED CASH FROM OPERATIONS - UNAUDITED
(thousands of U.S. dollars)
Three Nine
months months
ended ended
Sept 30, Sept 30,
2009 2009
-------------------------------------------------------------------------
Net (loss) income (3,893) 30,026
Add: Depreciation 9,469 27,241
Charge for equity incentive awards 575 2,154
Amortization of deferred financing fees 2,261 2,886
Less: Change in value of derivatives 8,127 (12,834)
Allowance for future dry-docks (930) (2,730)
Revenue accretion for intangible liabilities (397) (1,019)
Deferred taxation 171 (239)
-------------------------------------------------------------------------
Adjusted cash from operations 15,383 45,485
-------------------------------------------------------------------------
-------------------------------------------------------------------------
B. Normalized net earnings
Normalized net earnings is a non-US GAAP measure and is
reconciled to the financial information below. It represents net
earnings adjusted for the change in fair value of derivatives and
the accelerated write off of a portion of deferred financing costs.
Normalized net earnings is a non-GAAP quantitative measure which we
believe will assist investors and analysts who often adjust
reported net earnings for non-operating items such as change in
fair value of derivatives to eliminate the effect of non cash
non-operating items that do not affect operating performance or
cash generated. Normalized net earnings is not defined in
accounting principles generally accepted in the United States and
should not be considered to be an alternate to net earnings or any
other financial metric required by such accounting principles.
Normalized net earnings per share is calculated based on normalized
net earnings and the weighted average number of shares in the
relevant period.
NORMALIZED NET EARNINGS - UNAUDITED
(thousands of U.S. dollars except share and per share data)
Three Nine
months months
ended ended
Sept 30, Sept 30,
2009 2009
-------------------------------------------------------------------------
Net (loss) income as reported (3,893) 30,026
Adjust: Change in value of derivatives 8,127 (12,834)
Deferred financing costs written off(1) 2,015 2,191
-------------------------------------------------------------------------
Normalized net earnings 6,249 19,383
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Weighted average number of Class A and B common
shares outstanding(2)
Basic 53,805,878 53,792,798
Diluted 53,805,878 54,024,166
Net (loss) income per share on reported earnings
Basic (0.07) 0.56
Diluted (0.07) 0.56
Normalized net income per share
Basic 0.12 0.36
Diluted 0.12 0.36
(1) Following reductions in the company's borrowing capacity
under its credit facility, a proportion of unamortized deferred
financing costs were written off.
(2) The weighted average number of shares (basic and diluted)
for the three months ended September 30, 2009 excludes the effect
of outstanding warrants and stock based incentive awards as these
were anti dilutive. For the nine months ended September 30, 2009
the diluted weighted average number of shares includes the effect
of outstanding stock based incentive awards but excludes the effect
of outstanding warrants as these were anti dilutive.
Safe Harbor Statement
This communication contains forward-looking statements.
Forward-looking statements provide Global Ship Lease's current
expectations or forecasts of future events. Forward-looking
statements include statements about Global Ship Lease's
expectations, beliefs, plans, objectives, intentions, assumptions
and other statements that are not historical facts. Words or
phrases such as "anticipate," "believe," "continue," "estimate,"
"expect," "intend," "may," "ongoing," "plan," "potential,"
"predict," "project," "will" or similar words or phrases, or the
negatives of those words or phrases, may identify forward-looking
statements, but the absence of these words does not necessarily
mean that a statement is not forward-looking. These forward-looking
statements are based on assumptions that may be incorrect, and
Global Ship Lease cannot assure you that these projections included
in these forward-looking statements will come to pass. Actual
results could differ materially from those expressed or implied by
the forward-looking statements as a result of various factors
The risks and uncertainties include, but are not limited to:
- future operating or financial results;
- general market conditions and shipping industry trends,
including charter rates and factors affecting supply and
demand;
- the financial condition of CMA CGM, the Company's sole
charterer and sole source of operating revenue, and its ability to
pay charterhire in accordance with the charters;
- the continued performance of existing long-term, fixed
rate-time charters;
- Global Ship Lease's ability to meet its financial covenants
and repay its credit facility;
- Global Ship Lease's financial condition and liquidity,
including its ability to obtain additional waivers which might be
necessary under its existing credit facility or obtain additional
financing to fund capital expenditures, contracted and yet to be
contracted vessel acquisitions including the two newbuildings to be
purchased from German interests in the fourth quarter 2010 and
other general corporate activities;
- expectations regarding the future growth of the container
shipping industry, including the rate of annual demand and supply
growth;
- future payments of dividends and the availability of cash for
payment of dividends;
- Global Ship Lease's expectations relating to dividend payments
and its ability to make such payments including the impact of
constraints under its credit facility;
- future acquisitions, business strategy and expected capital
spending;
- operating expenses, availability of crew, number of off-hire
days, drydocking and survey requirements and insurance costs;
- assumptions regarding interest rates and inflation;
- change in the rate of growth of global and various regional
economies;
- risks incidental to vessel operation, including piracy,
discharge of pollutants and vessel accidents including total loss
or constructive total loss;
- estimated future capital expenditures needed to preserve its
capital base;
- Global Ship Lease's expectations about the availability of
ships to purchase, the time that it may take to construct new
ships, or the useful lives of its ships;
- Global Ship Lease's continued ability to enter into or renew
long-term, fixed-rate charters;
- Global Ship Lease's ability to capitalize on its management
team's and board of directors' relationships and reputations in the
containership industry to its advantage;
- changes in governmental and classification societies' rules
and regulations or actions taken by regulatory authorities;
- expectations about the availability of insurance on
commercially reasonable terms;
- unanticipated changes in laws and regulations including
taxation; and
- potential liability from future litigation.
Forward-looking statements are subject to known and unknown
risks and uncertainties and are based on potentially inaccurate
assumptions that could cause actual results to differ materially
from those expected or implied by the forward-looking statements.
Global Ship Lease's actual results could differ materially from
those anticipated in forward-looking statements for many reasons
specifically as described in Global Ship Lease's filings with the
SEC. Accordingly, you should not unduly rely on these
forward-looking statements, which speak only as of the date of this
communication. Global Ship Lease undertakes no obligation to
publicly revise any forward-looking statement to reflect
circumstances or events after the date of this communication or to
reflect the occurrence of unanticipated events. You should,
however, review the factors and risks Global Ship Lease describes
in the reports it will file from time to time with the SEC after
the date of this communication.
Global Ship Lease, Inc.
Interim Unaudited Combined Statements of Income
The interim unaudited combined financial statements up to
September 30, 2009 include two distinct reporting periods (i)
before August 15, 2008 ("Predecessor") and (ii) from August 15,
2008 ("Successor"), which relate to the period preceding the merger
referred to in note 1 and the period succeeding the merger,
respectively.
(Expressed in thousands of U.S. dollars except share data)
Three months ended September 30,
2009 2008
Successor Successor Predecessor
-------------------------------------------------------------------------
August 15 to July 1 to
September 30 August 14
Operating Revenues
Voyage revenue $- $- $-
Time charter revenue 37,623 12,790 11,122
-------------------------------------------------------------------------
37,623 12,790 11,122
-------------------------------------------------------------------------
Operating Expenses
Voyage expenses - - -
Vessel operating expenses 10,285 3,980 3,908
Depreciation 9,469 2,848 2,330
General and administrative 1,981 1,026 496
Other operating (income) expense (244) (43) (35)
-------------------------------------------------------------------------
Total operating expenses 21,491 7,811 6,699
-------------------------------------------------------------------------
Operating Income 16,132 4,979 4,423
Non Operating Income (Expense)
Interest income 178 218 85
Interest expense (7,909) (1,195) (3,022)
Realized and unrealized (loss)
gain on interest rate derivatives (12,043) (4,307) (2,404)
-------------------------------------------------------------------------
(Loss) Income before Income Taxes (3,642) (305) (918)
Income taxes (251) (10) -
-------------------------------------------------------------------------
Net (Loss) Income $(3,893) $(315) $(918)
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Weighted average number of common
shares outstanding basic and
diluted n.a. n.a. 100
Net income (loss) per share in
$ per share basic and diluted n.a. n.a. $(9,180)
Weighted average number of
Class A common shares
outstanding
Basic 46,399,922 33,474,499 n.a.
Diluted 46,399,922 40,047,367 n.a.
Net (loss) income in $ per share
amount
Basic $(0.08) $(0.01) n.a.
Diluted $(0.08) $(0.01) n.a.
Weighted average number of
Class B common shares outstanding
Basic and diluted 7,405,956 7,405,956 n.a.
Net income (loss) in $ per
share amount $nil $nil n.a.
Nine months ended September 30,
2009 2008
Successor Successor Predecessor
-------------------------------------------------------------------------
August 15 to January 1 to
September 30 August 14
Operating Revenues
Voyage revenue $- $- $2,072
Time charter revenue 108,824 12,790 55,883
-------------------------------------------------------------------------
108,824 12,790 57,955
-------------------------------------------------------------------------
Operating Expenses
Voyage expenses - - 1,944
Vessel operating expenses 31,517 3,980 18,074
Depreciation 27,241 2,848 12,163
General and administrative 6,561 1,026 3,814
Other operating (income) expense (350) (43) 93
-------------------------------------------------------------------------
Total operating expenses 64,969 7,811 36,088
-------------------------------------------------------------------------
Operating Income 43,855 4,979 21,867
Non Operating Income (Expense)
Interest income 483 218 424
Interest expense (18,117) (1,195) (17,600)
Realized and unrealized (loss)
gain on interest rate derivatives 4,104 (4,307) 2,749
-------------------------------------------------------------------------
(Loss) Income before Income Taxes 30,325 (305) 7,440
Income taxes (299) (10) (23)
-------------------------------------------------------------------------
Net (Loss) Income $30,026 $(315) $7,417
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Weighted average number of common
shares outstanding basic and
diluted n.a. n.a. 100
Net income (loss) per share in
$ per share basic and diluted n.a. n.a. $74,170
Weighted average number of
Class A common shares
outstanding
Basic 46,386,842 33,474,499 n.a.
Diluted 46,618,210 40,047,367 n.a.
Net (loss) income in $ per
share amount
Basic $0.65 $(0.01) n.a.
Diluted $0.64 $(0.01) n.a.
Weighted average number of
Class B common shares
outstanding Basic and diluted 7,405,956 7,405,956 n.a.
Net income (loss) in $ per
share amount $nil $nil n.a.
Global Ship Lease, Inc.
Interim Unaudited Combined Balance Sheets
The interim unaudited combined financial statements up to
September 30, 2009 include two distinct reporting periods (i)
before August 15, 2008 ("Predecessor") and (ii) from August 15,
2008 ("Successor"), which relate to the period preceding the merger
referred to in note 1 and the period succeeding the merger,
respectively.
(Expressed in thousands of U.S. dollars)
September 30, December 31,
2009 2008
Successor Successor
-------------------------------------------------------------------------
Assets
Cash and cash equivalents $29,542 $26,363
Restricted cash 3,026 3,026
Accounts receivable 755 638
Prepaid expenses 1,220 734
Other receivables 186 1,420
Deferred tax asset 400 176
Deferred financing costs 938 526
-------------------------------------------------------------------------
Total current assets 36,067 32,883
-------------------------------------------------------------------------
Vessels in operation 970,647 906,896
Vessel deposits 16,087 15,720
Other fixed assets 12 21
Intangible assets - purchase agreement - 7,840
Deferred tax asset 132 117
Deferred financing costs 5,256 3,131
-------------------------------------------------------------------------
Total non-current assets 992,134 933,725
-------------------------------------------------------------------------
Total Assets $1,028,201 $966,608
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Liabilities and Stockholders' Equity
Liabilities
Intangible liability - charter agreements $2,118 $1,608
Current portion of long term debt 60,600 -
Accounts payable 334 36
Accrued expenses 4,777 6,436
Derivative instruments 17,642 10,940
-------------------------------------------------------------------------
Total current liabilities 85,471 19,020
-------------------------------------------------------------------------
Long term debt 538,500 542,100
Preferred shares 48,000 48,000
Intangible liability - charter agreements 24,818 26,348
Derivative instruments 16,564 36,101
-------------------------------------------------------------------------
Total long-term liabilities 627,882 652,549
-------------------------------------------------------------------------
Total Liabilities $713,353 $671,569
-------------------------------------------------------------------------
Commitments and contingencies - -
Global Ship Lease, Inc.
Interim Unaudited Combined Balance Sheets (continued)
The interim unaudited combined financial statements up to
September 30, 2009 include two distinct reporting periods (i)
before August 15, 2008 ("Predecessor") and (ii) from August 15,
2008 ("Successor"), which relate to the period preceding the merger
referred to in note 1 and the period succeeding the merger,
respectively.
(Expressed in thousands of U.S. dollars)
September 30, December 31,
2009 2008
Successor Successor
-------------------------------------------------------------------------
Stockholders' Equity
Class A Common stock - authorized
214,000,000 shares with a $.01 par value;
46,575,194 shares issued and outstanding 466 339
Class B Common stock - authorized
20,000,000 shares with a $.01 par value;
7,405,956 shares issued and outstanding 74 74
Class C Common stock - authorized
15,000,000 shares with a $.01 par value;
12,375,000 shares issued, converted to
Class A common shares on January 1, 2009 - 124
Retained earnings (deficit) (65,679) (9,338)
Net income (loss) for the period 30,026 (43,970)
Additional paid in capital 349,961 347,810
-------------------------------------------------------------------------
Total Stockholders' Equity 314,848 295,039
-------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity $1,028,201 $966,608
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Global Ship Lease, Inc.
Interim Unaudited Combined Statements of Cash Flows
The interim unaudited combined financial statements up to
September 30, 2009 include two distinct reporting periods (i)
before August 15, 2008 ("Predecessor") and (ii) from August 15,
2008 ("Successor"), which relate to the period preceding the merger
referred to in note 1 and the period succeeding the merger,
respectively.
(Expressed in thousands of U.S. dollars)
Three months ended September 30,
2009 2008
Successor Successor Predecessor
-------------------------------------------------------------------------
August 15 to July 1 to
September 30 August 14
Cash Flows from Operating
Activities
Net (loss) income $(3,893) $(315) $(918)
Adjustments to Reconcile Net
Income to Net Cash Provided
by Operating Activities
Unrealized foreign exchange (22) - -
Depreciation 9,469 2,848 2,330
Amortization of deferred
financing costs 2,261 66 94
Change in fair value of certain
financial derivative instruments 8,127 4,176 2,260
Amortization of intangible liability (397) (14) -
Settlements of hedges which do not
qualify for hedge accounting 3,916 282 -
Share based compensation 575 355 -
Decrease (increase) in other
receivables and other assets 478 704 137
Increase (decrease) in accounts
payable and other liabilities 271 (9,343) 2,905
Decrease in inventories - - -
Costs relating to drydocks (909) - -
-------------------------------------------------------------------------
Net Cash Provided by (Used in)
Operating Activities 19,876 (1,241) 6,808
-------------------------------------------------------------------------
Cash Flows from Investing Activities
Settlements of hedges which do not
qualify for hedge accounting (3,916) (282) -
Acquisition of Global Ship Lease,
Inc., net of cash acquired - (5,563) -
Release of Trust Account - 317,446 -
Cash paid for purchases of vessels,
vessel prepayments and vessel
deposits (82,328) (15,477) -
-------------------------------------------------------------------------
Net Cash (Used in) Provided by
Investing Activities (86,244) 296,124 -
-------------------------------------------------------------------------
Cash Flows from Financing
Activities
Proceeds (Repayments) of debt 57,000 (115,000) -
Variation in restricted cash - - -
Issuance costs of debt (1,822) (3,852) -
Buyback of shares - (147,052) -
Dividend payments - - -
(Decrease) in amount due to CMA CGM - - -
Deemed distribution to CMA CGM - - -
-------------------------------------------------------------------------
Net Cash Provided by (Used in)
Financing Activities 55,178 (265,904) -
-------------------------------------------------------------------------
Net (Decrease) Increase in Cash
and Cash Equivalents (11,190) 28,979 6,808
Cash and Cash Equivalents at
start of Period 40,732 605 9,444
-------------------------------------------------------------------------
Cash and Cash Equivalents at
end of Period $29,542 $29,584 $16,252
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Nine months ended September 30,
2009 2008
Successor Successor Predecessor
-------------------------------------------------------------------------
August 15 to January 1 to
September 30 August 14
Cash Flows from Operating
Activities
Net (loss) income $30,026 $(315) $7,417
Adjustments to Reconcile Net
Income to Net Cash Provided by
Operating Activities
Unrealized foreign exchange 22 - -
Depreciation 27,241 2,848 12,164
Amortization of deferred
financing costs 2,886 66 491
Change in fair value of certain
financial derivative instruments (12,834) 4,176 (3,081)
Amortization of intangible liability (1,019) (14) -
Settlements of hedges which do not
qualify for hedge accounting 8,731 282 141
Share based compensation 2,154 355 -
Decrease (increase) in other
receivables and other assets 363 704 (980)
Increase (decrease) in accounts
payable and other liabilities (1,203) (9,343) 4,420
Decrease in inventories - - 1,613
Costs relating to drydocks (909) - (1,459)
-------------------------------------------------------------------------
Net Cash Provided by (Used in)
Operating Activities 55,458 (1,241) 20,726
-------------------------------------------------------------------------
Cash Flows from Investing Activities
Settlements of hedges which do not
qualify for hedge accounting (8,731) (282) (4,871)
Acquisition of Global Ship Lease,
Inc., net of cash acquired - (5,563) -
Release of Trust Account - 317,446 -
Cash paid for purchases of vessels,
vessel prepayments and vessel
deposits (83,062) (15,477) -
-------------------------------------------------------------------------
Net Cash (Used in) Provided by
Investing Activities (91,793) 296,124 (4,871)
-------------------------------------------------------------------------
Cash Flows from Financing
Activities
Proceeds (Repayments) of debt 57,000 (115,000) -
Variation in restricted cash - - 188,000
Issuance costs of debt (5,115) (3,852) (276)
Buyback of shares - (147,052) -
Dividend payments (12,371) - -
(Decrease) in amount due to CMA CGM - - (188,713)
Deemed distribution to CMA CGM - - (505)
-------------------------------------------------------------------------
Net Cash Provided by (Used in)
Financing Activities 39,514 (265,904) (1,494)
-------------------------------------------------------------------------
Net (Decrease) Increase in Cash
and Cash Equivalents 3,179 28,979 14,361
Cash and Cash Equivalents at start
of Period 26,363 605 1,891
-------------------------------------------------------------------------
Cash and Cash Equivalents at end
of Period $29,542 $29,584 $16,252
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Global Ship Lease, Inc.
Interim Unaudited Operating Segments
Segment information reported below has been prepared on the same
basis that it is reported internally to the Company's chief
operating decision maker. The Company operated under two business
models from which it derives its revenues reported within these
interim unaudited combined financial statements: (i) the provision
of vessels by the Company under time charters to container shipping
companies and (ii) freight revenues generated by the containerized
transportation of a broad range of industrial and consumer goods by
the predecessor group. There are no transactions between reportable
segments. Following the delivery of the initial 12 vessels in
December 2007 and January 2008, the activity consists solely of the
ownership and provision of vessels for container shipping under
time charters.
The "Adjustment" columns in the tables below include (i) the
elimination of the containerized transportation activity performed
by the Predecessor up to August 14, 2008, and (ii) the IPO and
merger costs expensed by the Predecessor.
During the three and nine months ended September 30, 2009 and
2008 the activities can be analyzed as follows:
Three months ended September 30,
-------------------------------------------------------------------------
2009 2008
Successor Successor Predecessor
-------------------------------------------------------------------------
Time Time Time
Charter Charter Charter Adjustment Total
-------------------------------------------------------------------------
Operating revenues $37,623 $12,790 $11,122 $- $11,122
Operating expenses
Voyage expenses - - - - -
Vessel operating
expenses 10,285 3,980 3,908 - 3,908
Depreciation 9,469 2,848 2,330 - 2,330
General and
administrative 1,981 1,026 484 12 496
Other operating (income) (244) (43) (35) - (35)
-------------------------------------------------------------------------
Total operating expenses 21,491 7,811 6,687 12 6,699
Operating income (loss) 16,132 4,979 4,435 (12) 4,423
Interest income 178 218 85 - 85
Interest expense (7,909) (1,195) (3,022) - (3,022)
Realized and unrealized
(loss) on derivatives (12,043) (4,307) (2,404) - (2,404)
-------------------------------------------------------------------------
(Loss) before income
taxes (3,642) (305) (906) (12) (918)
Income taxes (251) (10) - - -
-------------------------------------------------------------------------
Net (loss) $(3,893) $(315) $(906) $(12) $(918)
-------------------------------------------------------------------------
Nine months ended September 30,
-------------------------------------------------------------------------
2009 2008
Successor Successor Predecessor
-------------------------------------------------------------------------
Time Time Time
Charter Charter Charter Adjustment Total
-------------------------------------------------------------------------
Operating revenues $108,824 $12,790 $55,883 $2,072 $57,955
Operating expenses
Voyage expenses - - - 1,944 1,944
Vessel operating
expenses 31,517 3,980 17,893 181 18,074
Depreciation 27,241 2,848 11,902 261 12,163
General and
administrative 6,561 1,026 2,306 1,508 3,814
Other operating
(income) expense (350) (43) (187) 280 93
-------------------------------------------------------------------------
Total operating expenses 64,969 7,811 31,914 4,174 36,088
Operating income (loss) 43,855 4,979 23,969 (2,102) 21,867
Interest income 483 218 424 - 424
Interest expense (18,117) (1,195) (17,600) - (17,600)
Realized and unrealized
gain (loss) on
derivatives 4,104 (4,307) 2,749 - 2,749
-------------------------------------------------------------------------
Income (loss) before
income taxes 30,325 (305) 9,542 (2,102) 7,440
Income taxes (299) (10) (23) - (23)
-------------------------------------------------------------------------
Net income (loss) $30,026 $(315) $9,519 $(2,102) $7,417
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Contacts: Investor and Media Contacts: The IGB Group Michael
Cimini 212-477-8261
Global Ship Lease Ut (NYSE:GSL.U)
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Global Ship Lease Ut (NYSE:GSL.U)
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