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Global Ship Lease, Inc. (NYSE:GSL)

Q4 2012 Earnings Conference Call

March 11, 2013 10:30 am ET

Executives

Ian J. Webber - Chief Executive Officer

Susan J. Cook - Chief Financial Officer

Analysts

Mark Suarez - Euro Pacific Capital

Operator

Good day, everyone, and welcome to the Global Ship Lease Fourth Quarter 2012 Conference Call. This call is being recorded. Joining us on the call today are Ian Webber, Chief Executive Officer and Susan Cook, Chief Financial Officer. We will conduct a question-and-answer session after the opening remarks. Instructions will follow at that time.

I will now turn the call over to Mr. Webber. Please go ahead, sir.

Ian J. Webber

Thank you very much. Good morning everybody and thank you for joining us today. I hope that you’ve been able to look at the earnings release which we issued before the market opened and have also been able to access the slides that accompany this call. As ever, slides 1 and 2 remind you that today's call may include forward-looking statements that are based on current expectations and assumptions and are, by their nature, inherently uncertain and outside of the Company’s control.

Actual results may differ materially from these forward-looking statements due to many factors including those described in the Safe Harbor section of the slide presentation. We also draw your attention to the 'Risk Factors' section of our annual report filed on Form 20-F, on April 13, 2012, which you can access via our website or via the SEC.

All our statements are qualified by these and other disclosures in our reports filed with the SEC. We do not undertake any duty to update forward looking statements. For reconciliations of the non-GAAP financial measures to which we will refer during this call to the most directly comparable measures calculated and presented in accordance with GAAP, please refer to the earnings release that we issued this morning, which is also available on our website.

I'd like to start by reviewing the fourth quarter and the full-year 2012 highlights and then discuss our charters. After reminding you about our relief from the loan-to-value test, I'll offer some comments on the industry overall, including CMA CGM in particular, as our charterer. Then also turn the call over to Susan for comments on our financials. Finally, after concluding remarks, we'll open the call up for questions.

Slide 3 shows the Company's highlights for the fourth quarter and the full year. 2012 was another year in which we delivered strong consistent results, pretty much exactly in line with our business plan. All of our 17 vessels were and remain fully employed on time charters and with only 98 days offhire, a vast majority of which were for fixed planned drydockings, we achieved overall utilization of 98.4% for the year. Our high utilization enabled us to generate adjusted EBITDA of $102.2 million in the year on revenue of $153.2 million.

Along with strong financial results, we continue to focus on delevering our balance sheet by using a sizable cash flow to reduce our outstanding borrowings. For the year, we paid down a little under $58 million of debt and a total of $173.4 million since we started repaying debt in fourth quarter 2009. At the end of the year, our ratio of net bank debt to adjusted EBITDA continued to be less than 4 to 1.

As discussed on our third quarter earnings call in November, we proactively approached our bank group to waive the loan-to-value test required by our credit facility. The waiver was to last for a two-year period. This cleared one obstacle to exploring capital market opportunities to recapitalize the Company as we've now brought long-term relief from asset value volatility. More on this subject later.

Slide 4 provides a summary of our financial results since the Company began operations in a meaningful way in the first quarter of 2008. This slide clearly demonstrates the value of our business model. Despite the volatility that charter rates have experienced for much of the past several years, as the balance between supply and demand flexed and as seen in the time charter index rate at the top of the page, we've delivered consistent results from our long-term fixed-rate charters.

With the successful execution of our business model, we've generated solid revenue, adjusted EBITDA, operating income, and new optimization on a quarter-to-quarter basis. In fact, the only quarterly fluctuations that we've experienced since we grew our fleet to 17 vessels are primarily due to days of offhire the planned drydockings. You could say that we have not missed the number.

Turning to Slide 5, I'll briefly review our fleet and charter profile. For those of you who are new to GSL, our fleet has an average age of 8.8 years out of an economic life of 30. Our time charter coverage has an average remaining contract term of 7.4 years, giving a revenue stream of approximately $1 billion. This is very important to us as with a stable and reasonably predictable cost raise, together with this contracted revenue, we have high visibility of future cash flow.

In the meantime, our near-term exposure to the spot market is very limited with only two vessels coming open in the next three years. Under the terms of their current contracts, these vessels earn just under $10,000 each per day or approximately $7 million annualized. This is only 5% of our total revenue. We started to explore opportunities to re-charter these vessels when the current contracts expire, which would at the earliest be in May of this year.

Slide 6 shows how much we have delevered and sets out the main terms of our credit facility. As we have discussed this before, I'm not spending time on it just now, but the two main points are, that we've already paid down 29% of our debt since Q3 of 2009 and we now have a waiver from the loan-to-value test until December 2014.

Now, a few words on the market. We've covered so much of this on previous calls, but I think it's important to discuss the overall container shipping environment as we look to put ourselves in a position to return to growth. We have included four slides to discuss; firstly, overall supply and demand; secondly, a more granular look at demand by trade region; thirdly, the order book; and lastly, some comments on the liner's success and overall financial performance.

Slide 7 shows supply and demand fundamentals since 2000, together with world GDP growth and an index of the time charter market. Estimates for demand growth for 2012 now stands at 3.6% overall with supply growing faster at 5.2%. The forecasts for demand growth and supply growth for 2013 shows supply growth at 6.4%, continuing to slightly exceed forecast demand growth of 6.1%.

Based on these forecasts, the economic fundamentals for 2012 seemed likely to remain weak, but as you know, GSL is significantly insulated from the vagaries of the short-term market due to our high level of committed charter coverage. Furthermore, as we'll come to talk about, there is reason for optimism, at least for charter rates and asset values, for midsize and smaller vessels, which is most of the GSL fleet.

Slide 8 shows that the fastest growing trades continue to be smaller regional trades, including the North-South, Non-Mainline East- West, and intra-regional trades, such as intra-Asia, which is the biggest trade in the world. To remind you, these trades in aggregate represent approximately 70% of global container trade and typically employ midsize and smaller vessels.

Whilst it's undeniable that this vessel class is currently in oversupply, the order book is very modest, we'll come on to that, levels of scrapping are high, as some current owners do not have cash resources to cover current operating losses in the near-term and/or the costs of upcoming special surveys. We believe that these supply factors, combined with reasonable trade growth in the largest in aggregate trade lanes in the world, could ease supply-demand tension in this vessel class in perhaps two years time. In the meantime, we expect charter rates basically to remain towards the bottom of the cycle.

Slide 9 gives some things on the order book and the delivery schedule. With very few new orders being placed in 2012, the order book as a percentage of existing capacity, at some 21%, is at a 10 year low. Within the order book, sub 5,200 TEU vessels represent only 9% of the existing capacity of the same asset class. (indiscernible) this could be absorbed by a couple of years of growth in the non-mainline trades at the date that we saw in 2012. Hence, our mid-term optimism for this vessel size segment.

The corollary to what I said is that the order book is heavily skewed to the very large container ships destined for the Asia-Europe and the Transpacific trades, trades which grew only anaemically, if they grew at all, in 2012. The delivery of these very large container ships into these trades in 2013 will continue the displacement of smaller tonnage into other trades of the cascade which over time has shown to work efficiently.

Despite oversupply, and as we discussed last time, the carriers have been able to implement and maintain increased freight rate through 2012. These general rate increases, GRIs, combined with improved unit cost economies of deploying the same very large container ships that contribute to industry overcapacity, have allowed the carriers to enjoy better than perhaps expected financial performance in the year.

Slide 10 shows the improvement through 2012 in freight rates, in port rates outside China, with that improvement from the GRIs that were imposed through the year. The improvement in rates through 2012 meant that the entry point for 2013 for freight rates for line of companies was higher than at the start of the previous year. However, we should note that there has been some softening in the spot freight rate markets in the last few weeks ahead of a further GRI which many carriers planned, of $700 of TEU or more, to be implemented from the middle of March.

These general rate increases have clearly had a positive effect on the operators, closest of whom CMA CGM reported a strong third-quarter with revenue up 9% on the preceding year Q3 of 2011, with EBITDA of $617 million compared to $460 million for the immediate preceding second quarter 2012. Their operating margin of 13% of Q3 2012 is the best that's been reported in the industry, as shown on the chart on the left-hand side of the slide, which shows that the mean operating margin, for 18 line of companies where financial data is available, was 4%. And within that basket, the second best performing carrier was Maersk, who reported an operating margin of 8%.

A number of lines, including our counterparty, CMA CGM have yet to release their Q4 and full-year 2012 results. However, it's worth noting that Maersk reported improved results, where EBITDA and net income were up approximately $800 million on the prior period, at $932 million for EBITDA and $498 million for net income respectively. As for CMA CGM, as I just noted, they posted strong third quarter 2012 results in November when they also said, they expected to end the year with a substantial profit.

Furthermore, CMA CGM announced on February 12 that they finalized their financial restructuring, including a new covenant package, taking into account the industry's inherent volatility. They also confirmed the commitment for $250 million of additional equity, $150 million of which is to be provided by the FSI. This is effectively the French government backing CMA CGM. They've also reached agreement for the sale of their 49% stake in Terminal Link, their ports and terminal business, for €400 million. This positive progress at CMA CGM has led to Standard & Poor's notching up CMA CGM corporate level to B- with credit watch 'positive'. There may be a further notch-up within the next three months according to S&P, if CMA CGM's liquidity position improves, which S&P also noted is expected. This excellent use of CMA CGM removes the further obstacle for our potential recapitalization. CMA CGM continues to pay charter hire in full, and to remind you, has never sought to renegotiate the terms of the charters, one period however, due on March the 1st, is currently outstanding.

Turning to the bigger picture, we can continue to build shareholder value over the mid to long-term by using cash flow from our existing charters to pay down debt. However, we prefer to be proactive and with the backdrop of the long-term waiver from our loan-to-value test, improved credit position at CMA CGM, and positive credit markets in the U.S., we are working intensely to drive increased shareholder value by exploring opportunities to improve the Company's capital structure, allowing to increase financial flexibility, providing of course the terms which we might be able to achieve are acceptable to all constituencies.

Our aim is to put the Company in a position to work with our bank group to reinstate the dividend. We understand clearly the importance of dividends to drive equity value, and we have asset values at the bottom of the cycle, we also want to be in a position to take advantage of what we see today as an attractive growth environment and thus drive incremental shareholder value.

I'll now turn the call over to Susan.

Susan J. Cook

Thanks Ian. Please turn to Slide 12 for a summary of our financial results for the three months ended December 31, 2012. With all our vessels operating on fixed-rate charters, we generated revenue of $36.2 million during the fourth quarter of 2012. This is down $3.5 million from revenue of $39.7 million for the comparative period in 2011. The decline in revenue is primarily due to lower levels of charter hire for two vessels, which commenced new charter agreement in late September 2012 at a daily rate of $9,962 per ship compared to $28,500 previously.

Utilization was 99% for the quarter, owing to 16 days offhire, of which 10 were for scheduled drydocking. During the fourth quarter, we completed our sixth drydocking of the year and are scheduled for only three drydockings in 2013, two in 2014, and none the following year in 2015.

Vessel operating expenses were $11.5 million for the three months ended December 31, 2012. The average cost per ownership day were $7,363, up $44 or 0.6% from $7,319 for the rolling fourth quarter ended September 30, 2012. Increased spend on repairs, maintenance and supplies have been partially offset by a benefit from exchange rate movements on cost denominated in euros, few insurance deductibles, and lower expenses from fewer drydockings.

Interest expense, excluding the effect of interest-rate derivatives, for the three months ended December 31, 2012 was $5.1 million. The Company's borrowings under its credit facility averaged $436.8 million during the fourth quarter. The average amount of preferred shares outstanding throughout the three months of the fourth quarter was $45 million, giving total average borrowings through the period of $481.7 million.

Our derivative hedging instruments gave realized loss of $4.7 million in the three months ended December 31, 2012. The settlements were swapped in the period, as current LIBOR rates were lower than the average fixed rate. Further, there was a $4.7 million unrealized gain for revaluations at the balance sheet position, given current LIBOR and movements in the forward curve interest rates.

At December 31, 2012, interest rate derivatives totaled $580 million against a floating rate debt of $470.7 million, which includes the preferred shares. As a consequence, the Company is over hedged. This arises from accelerated amortization of the credit facility debt as well as not incurring additional floating rate debt anticipated to have been drawn in connection with the originally intended purchases of two 4,250 TEU vessels at the end of 2011. $253 million of our interest rate derivatives, all at a fixed rate of 3.40%, expire mid-March this year, meaning that we will paying a floating rate based on LIBOR on the unhedged portion of our debt, enabling us to take advantage of what we expect to be a low interest rate environment. The expiry of these swaps, achieving LIBOR of 0.3%, will mean that our interest expense will decrease, all things equal, by approximately $6.3 million in 2013, starting mid-March. In addition, there will continue to be interest savings from lower overall debt as amortization continues.

Net income for the fourth quarter was $8.1 million, after a $4.7 million non-cash interest rate derivative mark-to-market gain. For the prior year quarter, net income was $10.9 million, after a $4 million non-cash interest rate derivative mark-to-market gain. Normalized net income, adjusted for the non-cash item, was $3.5 million for the three months ended December 31, 2012 and $6.8 million for the comparable period last year.

Moving on to Slide 13 and looking at the balance sheet, the key items as of December 31, 2012 includes; cash at $26.1 million; total assets of $903.7 million, of which $856.4 million is vessels; total debt of $470.7 million including the preferred; and shareholders' equity of $366.6 million. In addition, the balance sheet position of our interest-rate swaps was a liability of $35.6 million.

Slide 14 shows our cash flows. The main items to mention are; the cash provided by operating activities of $14.9 million in the fourth quarter; capitalized expenditure on drydockings was $1.2 million; and finally, as Ian mentioned earlier, we've repaid $11.1 million of our credit facility in the quarter, giving us $173.4 million reduction in debt since commencing amortization of our credit facility in Q4 2009.

I would now like to turn the call back to Ian for closing remarks.

Ian J. Webber

Thank you. Now, I'll conclude on Slide 15 by reinforcing some aspects of our business model and current assets to drawing shareholder value. First, our fleet remains fully chartered with only two expirations over the next four years. With an average remaining term of over seven years, $1 billion of contracted revenue, with relatively stable and predictable costs, we've got significant visibility into our future financial results, including most importantly cash flow despite the current market conditions.

Second, as Susan mentioned, we will see positive cash flow effects from $253 million of swaps rolling off very shortly and annualized benefits of around $7.5 million, further swaps roll-off in November this year and thereafter. We also have a very much reduced drydock schedule over the next about three years with only five vessels in total to be docked in those three years compared to 12 in the last two years. So, given the average cash effects of the drydocking on average, is $1.6 million, there's going to be significant cash flow savings going forward compared to 2011 and 2012. These two cash flow benefits, interest-rate swaps rolling off, and reduced level of drydocking, will offset the impact of near-term exposure that we have for the two vessels in the spot charter market.

Third, with the waiver of our loan-to-value test in place, we're insulated from asset value volatility and are in a position to further delever our balance sheet. Note that we have no exposure to financing or refinancing risk until late 2016.

Finally, we are actively exploring opportunities in the credit markets to increase our financial flexibility. This project involves multiple parties. As I'm sure you can understand, we're not in a position to offer any specific comments, nor to predict the outcome, let alone terms or timing. It is worth noting however that our $500 million shelf registration statement remains effective.

What's important to us and to you is that if we are able to achieve a more flexible capital structure, we would be in a position to reinstate a dividend. We would also want to be able to take advantage of opportunities to purchase distressed assets at the bottom of the cycle and add a growth component to our business model.

Now that concludes our prepared remarks and I would like to hand back to the operator who can explain the Q&A process.

Question-and-Answer Session

Operator

(Operator Instructions) Your first question comes from Mark Suarez. Please go ahead.

Mark Suarez – Euro Pacific Capital

Good morning, everyone. Ian, just a quick question. I know that you talked about already beginning discussions with CMA CGM regarding the two charters coming off in the end of May, so do you have a better sense now to sort of the exact re-delivery date or the length of those charters?

Ian J. Webber

No. Just to correct you, what I just said is, that we have started to explore the opportunities to re-charter these vessels. I didn't mention CMA CGM explicitly, although clearly as the vessels are on charter to them today, they would be high on our list of people to talk to. We haven't have noticed a re-delivery, so the discussions are a little hypothetical at the moment, but nevertheless, we started to look at our options. Far too early to tell what the outcome might be. We can give you a further update on our next call.

Mark Suarez – Euro Pacific Capital

Sure, good. Now turning to your debt repayment schedule, I know this year you reported – as you said, 2012, you reported roughly $58 million of debt repayment. Should we so be modeling for a similar run rate in 2013 or is there the potential to maybe accelerate the debt repayment schedule given now your improved cash profile?

Ian J. Webber

There are a couple of offsetting factors here. We wouldn't want to get into too much detail about forecasting a specific number, or higher or lower than the last year, but firstly, in most of 2012, we had our two 4,100 TEU ships fixed at $28,500 a day. For 3.5 months, they were fixed at just under $10,000 a day. Now, the swap market for those two vessels remains towards the bottom of the cycle and we would hope that there will be improvements from seasonal strength in Q2 when we refit the vessels. Typically the second quarter is a stronger period for the charter market. We are undoubtedly going to suffer a revenue loss compared to $28,500 a day. So that's a negative.

The two positives which we talked about on this call and before are, the rolling off of interest-rate swaps of peak season, the specific number of $6.3 million, to be saved in 2013 achieving LIBOR of 30 basis points, and then we've got a reduced level of drydocking. So, we've said that in large measure, those two positives offset negatives from the reduced rate with the two ships in the spot market, but we wouldn't want to be more specific than that.

Mark Suarez – Euro Pacific Capital

Sure. Now just turning into the industry, I know you mentioned, and you talked about in the presentation today specifically regarding the small to midsize vessel segment, that scrapping has accelerated. We have seen reports that scrapping has indeed accelerated as of late. Do you see the potential for fleet growth to maybe surpass the market positively this year, assuming that trend continues, and possibly assuming the relationship between charter rates and supply rates remain sort of a constant, as we have seen over the past I would say five years, you think that could also benefit charter rates and SMP's prices going forward?

Ian J. Webber

In the medium term, Mark, yes, absolutely, everything is, say, we support it. It's very difficult to forecast the future. I mean in this industry, almost nothing is impossible, and it is possible that the structural oversupply of midsize and smaller tonnage could correct us more quickly than most are expecting. Most pundits are looking for 2013 and most of 2014 to remain challenging, notwithstanding as you observed, an increase in the rate of scrapping. But just to go over the numbers again, the order book for midsize and smaller ships represents 9% of standing capacity. So, let's assume it's being spread over two years, but 4.5% fleet growth a year.

Yes, there will be some scrapping, often driven by short-term cash constraints for current owners and often KG owners who can't access further finance to support their loss-making business. So the net fleet growth would be less than 4.5%. And as we've said on Slide 8, midsize and smaller ships are deployed on the fastest-growing trade lanes, which represent the biggest in aggregate share of container volume, and in 2012, those trade lanes, the four that we've got there in the red box on Page 8, grew at 4.8%, 3.5% and 6.8%. So that could easily absorb call it 4% net fleet growth in that size category.

Mark Suarez – Euro Pacific Capital

Is there a potential for it to be accelerated, maybe?

Ian J. Webber

We'll have to wait and see.

Mark Suarez – Euro Pacific Capital

Got it, okay. Thanks, that's what I've got for now.

Operator

Thank you. Your next question comes from [John Rice] (ph). Please go ahead.

Unidentified Analyst

Ian, can you comment on, and you may not know this but I know you're pretty intimate with CMA CGM obviously, but can you comment on whether or not, I'm not sure if I heard you right but obviously they would be an interested party in you and GSL being able to improve their financial flexibility and return to a dividend paying entity. I mean could it make sense for CMA CGM to somehow help you overcome your loan-to-value covenant in a way that you then are able to reinstate the dividend, bringing that cash flow then back to them and potentially significantly increasing the value of their investment in you?

Ian J. Webber

I already can't answer that question other than to agree with you, that as a significant equity holder, along with all other equity holders, then we would hope that CMA CGM would see the value of us trying to increase financial flexibility to recapitalize to be able to, should we so choose, reinstate the dividend to return the Company to a growth path. I can't comment on the specifics of we talked to about what.

Unidentified Analyst

Right. Okay. And with regards to asset values, how about you characterize them now versus say one or two quarters ago?

Ian J. Webber

That probably comes down a little bit more, but not as much as spec market. We expect there is a floor on asset values which is the scrap value of ships, and then in the last two or three quarters, the SMP market wasn't pretty fed and often driven by one-offs on individual transactions. The SMP market has shown that retail values have trended towards scrap or small premium on scrap and that's for the near midsize ships and smaller, and that's in large measure why we say what we say about wishing to take a position in the company – for the company in a position to return to growth. And this is for older ships obviously, 15, 20 year old vessels.

Unidentified Analyst

Right, and just one last sort of talk here, or comment maybe you can comment on, but you sound to me in this call decidedly more cautiously optimistic about the capital markets and your ability to access them. Is that a fair statement?

Ian J. Webber

Look, I've said on previous calls that we always keep an eye on the capital markets and from time to time we take a deeper dive. We are certainly taking a deeper dive now, it's top priority. And why, why do we think the time is right now for us to invest a lot of time here? I mean there are a number of factors. Firstly, we've got long-term relief from our loan-to-value tests. We have no pressure from short-term volatility from asset values. So we don't have a backseat against the wall, we don't have any refinancing obligations, we're not being forced to address our balance sheet. Secondly, our charterer, our sole source of revenue, has announced a successful completion of its own financial restructuring, including the raising of equity, and on the back of that, Standard & Poor's have rerated CMA. Thirdly, the capital markets, the credit markets anyway are, however you want to describe it, red hot, very positive, very supported. Now with those factors together, we think that the time is right to spend time in looking at whether we can pull together a solution. As I said on the call, we are not going to speculate, we can't comment on their feasibility timing or whatever, but rest assured, we are focusing intently on seeing if we can deliver something that's going to revitalize the Company.

Unidentified Analyst

Okay, thanks very much.

Operator

Thank you. (Operator Instructions) Your next question comes from [Nathan Lafane] (ph). Please go ahead.

Unidentified Analyst

Thanks for taking my call. Two quick questions. One is on the order book. Do you think in the container market that there is not comparable but some standard component to the order book? In other words, orders that were placed either can't get financed or – it seems like 30% of drybulk order book is not really real, is there any component in the container world that you think maybe is taking on the supply side?

Ian J. Webber

There's always room at the margins for cancellation, conversion, delay, deferral, and we were already reading reports (indiscernible) scheduled to be delivered in 2013, maybe being pushed into 2014, but the truthful answer may come into that, probably most of the significant action to cancel orders has already been taken and what's now stuck in delivery for 2013 is the result of negotiations, cancellations, and deferrals from previous years, 2009, '10, and '11, and to a lesser extent '12. So, we wouldn't expect a material change to the delivery, as set out on Page 9.

Unidentified Analyst

Fine, that's true. And am I correct, did I read somewhere that our counterparty, CMA CGM, seems to be on a path towards some kind of public offering, [some years ahead] (ph)?

Ian J. Webber

Yes. I mean, what they said in their press release, the one that they announced to the finalization of their financial restructuring, it's toward the end of (indiscernible). It is that this restructuring, et cetera, constitutes key master-ins before contemplating an IPO, I mean that's what they said. Other than that, I can't comment.

Unidentified Analyst

Would you like to but you can't?

Ian J. Webber

Well, if I know more then I'll put that out.

Unidentified Analyst

Thank you. Well, I guess we can't speculate on that. That's good summary. Thank you. I appreciate it.

Ian J. Webber

Thanks very much.

Unidentified Analyst

Nice quarter.

Operator

Thank you. There are no further questions at this time. Ian, please continue.

Ian J. Webber

Thank you. Thanks everybody for listening. We look forward to talking to you again for our first quarter 2013. Thanks.

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