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Global Ship Lease, Inc. (GSL)

Q3 2013 Earnings Call· Thu, Nov 14, 2013

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Transcript

Operator

Operator

Good day, everyone, and welcome to the Global Ship Lease third quarter 2013 conference call. Joining us today are Ian Webber, Chief Executive Officer; and Susan Cook, Chief Financial Officer. (Operator Instructions) I will now turn the call over to Mr. Webber. Please go ahead, sir.

Ian Webber

Management

Thank you, very much. Good morning, everybody. Thanks for joining us today and I hope you've been able to find the earnings release and the presentation material, which we issued earlier today, the slides are on our website. So as normal, those slides on Pages 1 and 2, reminds you that the call may include forward-looking statements. These are based on current expectations and assumptions and are by their very nature, inherently uncertain and outside our 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 on our Annual Report, the Form 20-F, which we filed in April this year. You can obtain this via our Investor Section of our website or through EDGAR and the SEC's website. All of our statements are qualified by these and other disclosures in our reports filed with the SEC. We don't 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, you should refer to the earnings release that we issued this morning, which is also available on our website. I'll start the call today by reviewing the third quarter highlights, and then provide an overview of our fleet. After that, I'll make some comments on the industry overall, including CMA CGM, our principal charter, our only charter. Susan will then comment on our financials. After brief concluding remarks, we are happy to take your questions. Turning to Slide 3. You can see our highlights for the third quarter. We generated strong and consistent cash flow, as our 17 vessel fleet continue…

Susan Cook

Management

Please turn to Slide 13 for summary of our financial results for the three months ended September 30, 2013. We generated revenues of $36.1 million during the third quarter from our fully chartered fleet of vessels. This is down $3.4 million from revenue of $39.5 million for the comparative period in 2012. The decline in revenue is due mainly to reduce revenues for two vessels, following charter renewals at lower rate since the initial charters expired in September 2012. Offset by leveled off-hire with no dry-dockings or unscheduled off-hire in the 2013 quarter. This 100% utilization in Q3 2013 compares to 99.2% in the same period last year. Following completion on the float special survey on one vessel, there is now no dry-docking scheduled to take place in fourth quarter 2013 and only two are scheduled for all of 2014, and then none for 2015. Vessel operating expenses were $11.1 million in the quarter with average cost per ownership day being $7,127, down $32 per day or 9.4% on $7,159 for the comparative period. The change is mostly related to increased spend on crew costs, repairs, and maintenance offset by prior period adjustments to total cost. Interest expense, excluding the effect of interest rate derivatives, which do not qualify for hedge accounting, for the three months ended September 30, 2013, was $4.7 million and this is on average borrowing under our credit facility of $400.1 million as well as the $45 million of preferred share throughout the period. In prior period, the interest expense was $5.3 million, which was based on higher average credit facility borrowings of $459.8 million and weighted average preferred shares in the period of $45.7 million. Our derivative hedging instruments gave a realized loss of $2.9 million in the three months ended September 30, for settlement…

Ian Webber

Management

Thank you, Susan. Before we move on to your questions, I'd like to draw your attention to Slide 16, where we briefly summarized the company's core strengths and reiterate our strategy for creating value for all shareholders. Firstly, our fleet remains fully chartered through April next year 2014, with only two expirations of these two vessels before late 2016. With nearly $1 billion of contracted revenue, spread over an average remaining term of almost seven years and relatively stable on predictable costs. And we have significant visibility into our future cash flows and we're insulated from near-term market volatility. Second, the $253 million of swaps, which rolled off in mid-March and a reduced drydocking schedule all blended recently with the deferral of the [indiscernible] assets 2016 have enhanced our cash flow potential. We'll also experience further savings on derivative settlements as an additional $50 million of those derivatives to roll off at then end of this month. So we continue to see positive impact on our results and cash flow in the next couple of years. Just to remind you, only two drydockings are now scheduled before the end of 2015. Third, the loan-to-value waiver that we've secured from our bank group insulates us from assets volatility until December 2014, and gives us a good window with ways to explore alternate financing options. Fourth, our strong and predictable cash flow has allowed us and will enable us to continue to aggressively delever our balance sheet. Notably, we have no exposure to financing or refinancing risk until late 2016. Lastly, we continue to actively explore opportunities to increase our financial flexibility in a manner that best serves our shareholders. We can't predict the outcome or the timing, but I can assure you that the board and management remain committed to seeking a satisfactory solution, which we'd deliver as soon as possible that would allow us to use cash flow to take advantage of growth opportunities, and to allow for dividend relevant and simply using that cash flow to amortized debt. That concludes our prepared remarks. And I'd like to hand back to the operator, who can brief you on the Q&A session.

Operator

Operator

(Operator Instructions) Now, your first question from Euro Pacific, comes from the line of Mark Suarez.

Mark Suarez - Euro Pacific

Analyst

Ian, just to go back on the two vessels that are about to renew I would say in 2014, Orion and Aquarius. Have spot rates improved at all since locking them in May, in terms of what sort of charters you think you can employ them, if you were to renew them at this point in the cycle?

Ian Webber

Management

The charter rate in the spot market today have hedged up slightly, it's not material, against the 7,000 that they are contracted at today. So our expectations based on toady's market would be about the same, as we're owning at the moment. I would say to caution however, firstly, that we're way off starting discussions about re-chartering the vessels. We wouldn't normally open those discussions until February or March next year. And secondly, right now, this got a lot of pressure on this size segment. There are, for example, if you go back to Page 10 of the slide presentation, 53 units of this sort of size saturated that are currently idle, out of the total of a 188. So there's a bit of pressure there. But as I say, we've got two or three months before we even think about discussing a renewal.

Mark Suarez - Euro Pacific

Analyst

And just to go back on what you alluded to currently exploring opportunities in the credit market. Since the last quarter, you still feel optimistic about the current state of the credit market? And how close do you think you can find a capital restructuring solution? Could this be a 2013 event or you think more likely will be a 2014 event, if you will?

Ian Webber

Management

Our comment sort of don't really put over the amount of effort that we are putting and are exploring opportunities, and we are doing an awful lot more than that. The capital markets are very supportive, the hire market, in particular in the U.S. is going gangbusters, we understand. We're aware that we've got thanksgiving coming up and we're aware that the second half of December is a tough time to raise capital particularly in the U.S. markets. Our thinking and process is informed by that. But we want to get it right. We also want to move as quickly as we can into the 2013 or 2014. As I said in the prepared remarks, we really can't speculate as to timing, I'm afraid.

Mark Suarez - Euro Pacific

Analyst

So just to go back to that point, in a situation for example, Ian, where covenants are no longer an issue and you'll have a more flexible balance sheet. Is paying dividend still the number one priority or could there be a situation where you can hold back that cash to go after assets and maybe at that growth component to the business that you alluded? And another was what's the pecking order if you were between dividends and acquisition growth, what's your think in that?

Ian Webber

Management

Well, it depends on the exact circumstances at the time. We think that there are some spectacular opportunities to invest in tonnage, right now. And that needs a huge quantity of capital to pickup ships at the bottom of the cycle. And if you believe in a cyclical recovery in the medium term, particularly for the mid-sized ships and smaller as we do, the asset level, you can make some serious returns. So we will be very focused on growth of our business by adding ships to the fleet. We also understand the importance of dividends to shareholders. And I know it's moved at the moment. But as with any other company, I would suggest the board, particularly if you're not paying a dividend at the moment, as we are not, the board will have to trade off the returns that we feel we can make by reinvesting cash in the business, against returning capital to shareholders for them to deploy as they choose.

Operator

Operator

Now, from Sidoti & Co., you have a question from the line of Chris Snyder.

Chris Snyder

Analyst

I guess my first question is, I know you said the rates you guys are seeing on the two spot vessels on spot contracts were kind of flat. But have you guys noticed any improvements or trends in asset value since the start of the year on these panamax ships? Sidoti & Co.: I guess my first question is, I know you said the rates you guys are seeing on the two spot vessels on spot contracts were kind of flat. But have you guys noticed any improvements or trends in asset value since the start of the year on these panamax ships?

Ian Webber

Management

They've not stopped actually. And so that's a possibly, I mean it's very difficult to be definitive about what's driving is, and it's not. I know it's not material. I mean a ship that was worth several million at the beginning of the year isn't worth $15 million now. But there has been some sale and purchase activity, mainly to tonnage, which we think is particularly attractive subset of the medium-size and smaller asset class. So, yes, our asset values have had not stopped driven by an increased level of opportunistic sale and purchase activity.

Chris Snyder

Analyst

And my second question, so just to be clear on this, you guys don't expect to have any drydock survey capital expenditures in the fourth quarter that was all pushed into this quarter? Sidoti & Co.: And my second question, so just to be clear on this, you guys don't expect to have any drydock survey capital expenditures in the fourth quarter that was all pushed into this quarter?

Ian Webber

Management

That's correct. And there'll be a trivial amount for the physical inspection of this one vessel, but that's not going to change very much.

Operator

Operator

Now from DRZ, your next question comes from Zach Pancratz.

Zach Pancratz - DRZ

Analyst

Last quarter, I believe you said the biggest hurdle was just getting all the banks in one room and talking with them. I'm curious, if you can give us any color on how those conversations went? And then a follow-up with that, what now, what you say is your biggest hurdle in getting this deal done?

Ian Webber

Management

It wasn't quite as definitive as that on the last call. And we undoubtedly have got a process to go through. It explains that we really have to sort of start with that bank group, and the discussions with them are repetitive and iterative. We have eight lenders now to who are sort of usually described as non-traditional, who bought positions from other banks. And as I said on the last call, we're a good borrower, in the absence of doing anything, and we are paying down $50 million or $60 million of debt every year. And I am sure the banks have got situations, which are much more urgent than us, that doesn't mean that they're not focused on us, but it does mean that that achieving consensus is a little bit and more difficult. We've been talking with our bank group for quite a while, but as I say, it's just taking much longer than we had anticipated or hoped to get to a sort of final position with them. And I can't really comment on exactly where we are and how far along the path we are. But as I said on the prepared remarks, we are making a progress. And I also referred last time to the need to engage with CMA CGM, as our largest shareholder and our sole customer, and that process is underway as well. And again, I can't comment on the detail of it, but all the irons are in the fire, et cetera, and we're putting a lot of evidence with.

Zach Pancratz - DRZ

Analyst

And then can you just reassure us that any deal that does come, there will not be any new equity issue from your standpoint?

Ian Webber

Management

Well, I can't rule anything out at all at the moment. But what I can do is reiterate what we've said before, that I think it will be tough for us to look at issuing equity at these sort of price levels. And we did say in the prepared remarks about being aware of your concerns on the dilution. And the credit markets are gangbusters here. We with the relatively small float, we couldn't issue a huge amount of equity and we want to keep any capital restructuring as simple as possible. So I think we can be reasonably comfort in the equity of itself would not form part of the solution.

Operator

Operator

Now from Elevated Capital, you have a question from the line of Michael Demaray.

Michael Demaray - Elevated Capital

Analyst

Ian, given that growth is one of the goals, is it likely that any refinancing will be simultaneous with the fleet expansion or are you likely to take the cash under your balance sheet and also hold it there for a while and wait for another deal?

Ian Webber

Management

Our experience is that particularly when you're looking to purchase what might loosely be described as distressed assets, i.e. small mid-sized ships that are being shaken lose, to say, the German KG environment, because that the German KG house is running out of money. You got to be out to move quickly and you need the cash sort of in your balance sheets to be able to pay away as purchase price up immediately. And it would be very difficult to structure potential purchase contingent on the capital raise. So it's a bit of a circumvallated way of saying, now I think we would want to get the capital raise down first and then have a bit of a war chest with which we wish to go out and cautiously providing the investments meet in the criteria and be able to respond quickly to add tonnage to our fleet.

Michael Demaray - Elevated Capital

Analyst

And then what kind of IRRs are you seeing on those very attractive deals that you mentioned, just the ballpark?

Ian Webber

Management

Mid-teens and higher, that's unlevered. These are likely older vessels, tough to put leverage on at the asset level, but we recommend you can generate, based on the multi-cyclical recovery mid-teens maybe higher.

Michael Demaray - Elevated Capital

Analyst

And I mean I would say as a shareholder, I know I'm going to be speak against the interest of some of my fellow shareholders, but if you're going to earn those IRRs internally, it probably makes more sense to hold the capital unallocated rather than paying it out.

Ian Webber

Management

We're not looking only and analyzing only to stress tonnage. I mean there are opportunities. There continues to be packaged deals, so released by transactions, all of the rest of it, with line of companies that are looking to improve their own liquidity. I think as we talked about that on the last call, we see good opportunities to invest the at other end of age spectrum, in brand new tonnage jumping on the unit costs efficiency, fuel efficiency, eco efficiency ships. But that requires significant amount of capital, that's probably beyond our reach in the near-term, so that's after some on how one would deploy capital if one had it.

Operator

Operator

Now from Somerset Capital, we have a question from the lien of Ross Taylor.

Ross Taylor - Somerset Capital

Analyst

Looking forward over the next six, nine months, could you give us a idea of what kind of debt pay down do you expect? Should we continue to expect to see a $15-million plus of quarter pay-down from you guys?

Ian Webber

Management

Well, if you look in the financial statements we disclosed, I think for memory, actually it's more than memory and I've found it, that we sort of, we showed $60 million as due in less than one year. So that's management's best estimates of what we'd be paying down over the next 12 months, so divided by four. So there are fluctuations. This quarter we paid down around $15 million, the last quarter we paid down around $10 million. It depends on exactly what's happening with working capital and also dry-dockings, which is a separately line to feature over the next couple of years.

Ross Taylor - Somerset Capital

Analyst

Earlier this year CMA made a comment, filed a comment about their thought process on the board and like given that they own 43% of the company and have poor representation. I found that a little confusing to me. I know you've been reticent to talk to us about what their thought process is, but on one level to me, it seems that given what they own of you, given that their balance sheet has gotten a lot better, given that their bonds are trading pretty much at par and the like. The fact that they owe you guys a $1 billion over the next seven years, when they could literally step in and buy the percentage, as a part of the company, they don't own for a fraction of that amount, strikes me as a why wouldn't they do that type of situation. So can you give me a little bit more color on your thought process on what they are looking for and also why wouldn't they just step in one day and just take out the balance of the company?

Ian Webber

Management

I mean, it's actually very difficult for me to speculate on as to somebody else's thinking of what their motives are, whether it's CMA or anyone else frankly, so I can't comment directly on what you're suggestion is, other than say agree that we're a public company, there is price out there for our stock, et cetera, and it's open to anybody to have a run, if that's what they want to do. And the background to CMA's filing on mid-September is that the stockholder agreements that that we had in place for five years, which prevented them from among other things buying stockholders or suggesting changes to the Board of Directors that expired in August. And we don't know what they are thinking is, but I imagine that with that opportunities lease up down, they thought, well, we want to become more directly involved. We don't know exactly how, but becomes we've changed our intentions from being a passive investor we need to put a filing out. I'm not sure whether you said given that board representation or not, they currently don't have board representation.

Ross Taylor - Somerset Capital

Analyst

It would seem that they have obviously tremendous amount of influence being at 43% or 40% shareholder?

Ian Webber

Management

We clearly, we take the views into account. We always welcome input from them as we do from every shareholder. Our boards responsibility is to wide out shareholder group, not to have single shareholder or group of shareholders. And as Michael Gross said in our response to the 13D filing that we welcome our CMA's input as our largest shareholder and we look forward to continuing dialogue with them, whilst remaining focused on creating long-term value for all shareholders. But as I say, I really can't speculate as to what their intentions might be.

Ross Taylor - Somerset Capital

Analyst

It does seem mathematically that there was a point were it makes sense for them to actually acquire the balance that they do not own, hence they would therefore improve their income statement rather substantially, although I know they take a hit on the balance sheet side, but the income statement would make a rather substantial improvement I would think.

Ian Webber

Management

I really can't comment.

Ross Taylor - Somerset Capital

Analyst

I don't expect you to.

Operator

Operator

We now have a question from Bridge Street Asset Management from the line of Steven Schuster.

Steven Schuster - Bridge Street Asset Management

Analyst

My comments are more comments not a question, I just wanted to respectfully weigh in on that dividend comment that prior shareholder made. And I would like to see Global Ship Lease shrink the value gap the stock is trading at a significant discount to its intrinsic value currently. And that I think that the company should pursue a tried-and-true roadmap of initiating a dividend, shrinking that value gap and turning your stock into a currency, so that we have an MLP model that we can grow from there. So it's more a matter of sequencing, where the dividend has to come back on to get the equity valued properly and then we go from there. So those are my comments.

Ian Webber

Management

Steve, thank you, plus as I say, it's good to hear from all our shareholders. Not everybody has the same view, and we take it all into accounts. It's mute at the moment, but rest assured the board, when the opportunity arises will have a robust and informed discussion about what they believe is in the best interest of the one of wider shareholder group. And we do trade it at a discount that could be for a number of reasons, including lack of dividends, it could be both, the fact that we haven't been able to grow. That could be that we got a single counterparty. We overtime want to address all of those and any other constraints that folk might see being out there.

Operator

Operator

And if there are no further questions, we will now close the call. With many thanks to both our speakers today, that does conclude the conference. Thank you all for participating. You may now disconnect.

Ian Webber

Management

Thanks everybody.

Operator

Operator

Thank you, Mr. Webber and thank you Cook.

Ian Webber

Management

Thank you.

Susan Cook

Management

Thank you.

Operator

Operator

Thank you. All the best. Bye-bye.