GSL-B Global Ship Lease Inc

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2024

Commission File Number:  001-34153

GLOBAL SHIP LEASE, INC.

(Translation of registrant's name into English)

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

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INFORMATION CONTAINED IN THIS FORM 6-K REPORT

 

Attached to this Report on Form 6-K as Exhibit 99.1 is a copy of the press release of Global Ship Lease, Inc. (the “Company”), dated August 5, 2024, reporting the Company’s financial results for the three and six months ended June 30, 2024.

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Investor and Media Contacts:

The IGB Group

Bryan Degnan

646-673-9701

or

Leon Berman

212-477-8438

Global Ship Lease Reports Results for the Second Quarter of 2024

Significant up-lift in forward contract cover, Supplemental Dividend increases quarterly dividend by 20% to $0.45 per common share, well-positioned for counter-cyclical opportunities when they arise

ATHENS, GREECE – August 5, 2024 - Global Ship Lease, Inc. (NYSE: GSL) (the “Company”, “Global Ship Lease” or “GSL”), an owner of containerships, announced today its unaudited results for the three and six month periods ended June 30, 2024.

Second Quarter of 2024 and Year to Date Highlights

 

- Reported operating revenue of $175.0 million for the second quarter of 2024, an increase of 8.0% on operating revenue of $162.1 million for the prior year period. For the six months ended June 30, 2024, operating revenue was $354.6 million, up 10.3% from $321.4 million in first half of 2023.

 

- Reported net income available to common shareholders of $85.6 million for the second quarter of 2024, an increase of 13.5% on net income of $75.4 million for the prior year period. Normalized net income (a non-U.S. GAAP financial measure, described below) for the same period was $86.7 million, up 17.2% on Normalized net income of $74.0 million for the prior year period. For the six months ended June 30, 2024, net income available to common shareholders was $175.1 million, an increase of 18.6% on net income of $147.6 million for the prior year period. Normalized net income for the same period was $175.7 million, up 17.5% on Normalized net income for the prior year period of $149.5 million.

 

- Generated $122.3 million of Adjusted EBITDA (a non-U.S. GAAP financial measure, described below) for the second quarter of 2024, up 13.0% on Adjusted EBITDA of $108.2 million for the prior year period. Adjusted EBITDA for the six months ended June 30, 2024 was $247.7 million, up 16.2% on Adjusted EBITDA of $213.1 million for the prior year period.

 

- Earnings per share for the second quarter of 2024 was $2.43, up 14.1% on the earnings per share of $2.13 for the prior year period. Normalized earnings per share (a non-U.S. GAAP financial measure, described below) for the second quarter of 2024 was $2.46, up 17.7% on the Normalized earnings per share of $2.09 for the prior year period. Earnings per share for the six months ended June 30, 2024 was $4.98, up 20.0% on the earnings per share of $4.15 for the prior year period. Normalized earnings per share for the six months ended June 30, 2024 was $4.99, up 18.5% on the Normalized earnings per share of $4.21 for the prior year period.

 

- Declared a total dividend, including the first payment of the Supplemental Dividend, of $0.45 per Class A common share for the second quarter of 2024, to be paid on September 4, 2024 to common shareholders of record as of August 23, 2024. Paid a dividend of $0.375 per Class A common share for the first quarter of 2024 on June 3, 2024.

 

- On June 26, 2024 announced upgrades by three leading credit rating agencies. The Corporate Family Rating for Global Ship Lease was upgraded to Ba2 from Ba3, with a stable outlook, by Moody’s Investor Service; S&P Global Ratings upgraded the long-term issuer credit rating to BB+ from BB, with a stable outlook; and the Kroll Bond Rating Agency (“KBRA”) upgraded the corporate rating to BB+ from BB, with a stable outlook. KBRA also affirmed the BBB/stable investment grade rating and outlook for the 5.69% Senior Secured Notes due July 15, 2027 (the “2027 Secured Notes”).

 

- Between January 1, 2024 and June 30, 2024, added $402.7 million of contracted revenue to forward charter cover, calculated on the basis of the median firm periods of the respective charters, on a total of 24 new charters or extensions: eight for ships between 2,200 and 3,500 TEU; 11 for ships between 5,000 TEU and 6,100 TEU; and, five for ships between 6,500 TEU and 8,000 TEU. Durations of these new charters and extensions for the median firm periods range between nine months and 40 months. A number of the vessels were forward fixed several months ahead of their expected availability in the market.

 

- During the first quarter of 2024, repurchased an aggregate of 251,772 Class A common shares for a total consideration of approximately $5.0 million. Repurchase prices ranged between $18.98 and $20.83 per share, with an average price of $19.84 per share. There were no such repurchases in the second quarter of 2024. Approximately $33.0 million of capacity remains under the Company’s opportunistic share buy-back authorization.

 

George Youroukos, our Executive Chairman, stated: “The positive industry momentum that marked the early part of this year accelerated through the second quarter of 2024. Demand for high-quality, mid-sized and smaller containerships such as those in the GSL fleet was further strengthened by continued disruptions in the Red Sea. Almost all of the containerships   carrying the 20% of global container freight volumes that previously transited the Red Sea and Suez are now being re-routed for a longer, less efficient voyage around the Cape of Good Hope. The direct impact of these longer voyages and the increased congestion and delays throughout the supply chain are adding a further layer of demand, absorbing effective supply, and driving charter rates and asset values upward. Liner operators have been increasingly willing to secure multi-year charters at high rates, and we are capitalizing on this to lock in as much charter coverage as possible, on both a prompt and forward basis. Reflecting this highly supportive environment and our commitment to returning capital to our shareholders, we have introduced a supplemental dividend alongside our fixed quarterly dividend, thereby increasing our total quarterly dividend payments by 20%.”

Thomas Lister, our Chief Executive Officer, stated: “GSL’s strong cash flows and forward visibility have enabled us to materially strengthen our through-cycle resilience and profitability while also returning significant capital to shareholders and remaining poised to act on the right countercyclical growth opportunities when they arise. Our recent credit rating upgrades underscore our progress in de-levering our balance sheet and locking in long-term contracted revenues at good rates while remaining disciplined in our evaluation of growth opportunities. In a highly complex and dynamic geopolitical environment, with our strong platform and low break-even rates, we believe that GSL  is well positioned to continue to build shareholder value now and for the long term.”

SELECTED FINANCIAL DATA – UNAUDITED

 

(thousands of U.S. dollars)

 

 

(1) Operating Revenues are net of address commissions which represent a discount provided directly to a charterer based on a fixed percentage of the agreed upon charter rate and also includes the amortization of intangible liabilities, the effect of the straight lining of time charter modifications and the compensation from charterers for drydock and other capitalized expenses installation. Brokerage commissions are included in “Time charter and voyage expenses” (see below).

 

(2) Net Income available to common shareholders.

 

(3) Adjusted EBITDA and Normalized Net Income are non-U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) financial measures, as explained further in this press release, and are considered by Global Ship Lease to be useful measures of its performance. For reconciliations of these non-U.S. GAAP financial measures to net income, the most directly comparable U.S. GAAP financial measure, please see “Reconciliation of Non-U.S. GAAP Financial Measures” below.

 

Operating Revenues and Utilization

 

Operating revenues derived from fixed-rate, mainly long-term, time charters were $175.0 million in the second quarter of 2024, up $12.9 million (or 8.0%) on operating revenues of $162.1 million in the prior year period. The period-on-period increase in operating revenues was principally due to our acquisition of four vessels which were delivered to us in the second quarter of 2023 (the “Four Vessels”) and a decrease in off hire days and idle time, partially offset by a non-cash $1.9 million decrease in the effect from straight lining time charter modifications. There were 182 days of offhire in the second quarter of 2024 of which 153 were for scheduled drydockings, compared to 308 days of offhire in the prior year period of which 236 were for scheduled drydockings. Utilization for the second quarter of 2024 was 97.0% compared to utilization of 94.5% in the prior year period.

 

For the six months ended June 30, 2024, operating revenues were $354.6 million, up $33.2 million (or 10.3%) on operating revenues of $321.4 million in the comparative period, mainly due to the factors noted above.

 

The table below shows fleet utilization for the three and six months ended June 30, 2024 and 2023, and for the years ended December 31, 2023, 2022, 2021 and 2020.

 

 

As of June 30, 2024 three regulatory drydockings were in progress. In the second half of 2024, 10 further regulatory drydockings are anticipated.

 

Vessel Operating Expenses

 

Vessel operating expenses, which are primarily the costs of crew, lubricating oil, repairs, maintenance, insurance and technical management fees, were up 8.8% to $47.2 million for the second quarter of 2024, compared to $43.4 million in the prior year period. The increase of $3.8 million was mainly due to (i) the acquisition of the Four Vessels in the second quarter of 2023, (ii) increase in repairs, spares and maintenance expenses for planned main engine maintenance and overhaul of diesel generators as well as main engine annual spares delivery due to timing of planned schedule, (iii) increased cost of insurance due to increased premiums as asset values rose over the period, and (iv) impact of inflation on fees and expenses, including management fees. The average cost per ownership day in the quarter was $7,624, compared to $7,320 for the prior year period, up $304 per day, or 4.2%.

For the six months ended June 30, 2024, vessel operating expenses were $95.0 million, or an average of $7,679 per day, compared to $86.2 million in the comparative period, or $7,319 per day, an increase of $360 per ownership day, or 4.9%.

Time Charter and Voyage Expenses

 

Time charter and voyage expenses comprise mainly commission paid to ship brokers, the cost of bunker fuel for owner’s account when a ship is off-hire or idle and miscellaneous owner’s costs associated with a ship’s voyage. Time charter and voyage expenses were $5.4 million for the second quarter of 2024, compared to $6.7 million in the prior year period. The decrease was mainly due to (i) decrease in bunkering expenses due to fewer off hire days and (ii) decrease in voyage administration costs and operational requests from charterers offset by increased commissions on charter renewals at higher rates.

 

For the six months ended June 30, 2024, time charter and voyage expenses were $10.6 million, or an average of $859 per day, compared to $12.1 million in the comparative period, or $1,031 per day, a decrease of $172 per ownership day, or 16.7% mainly to the factors noted above.

 

Depreciation and Amortization

 

Depreciation and amortization for the second quarter of 2024 was $24.5 million, compared to $22.2 million in the prior year period. The increase was mainly due to the acquisition of the Four Vessels in the second quarter of 2023 and eight drydockings completed after June 30, 2023.

 

Depreciation and amortization for the six months ended June 30, 2024 was $48.8 million, compared to $43.4 million in the comparative period, mainly due to the factors noted above.

 

General and Administrative Expenses

 

General and administrative expenses were $4.0 million in the second quarter of 2024, compared to $4.7 million in the prior year period. The movement was mainly due to the decrease in payroll expenses following the retirement of our former CEO effective March 31, 2024 plus a reduction in the non-cash charge for stock-based compensation expense. The average general and administrative expenses per ownership day for the second quarter of 2024 was $654, compared to $794 in the prior year period, a decrease of $140 or 17.6%.

 

For the six months ended June 30, 2024, general and administrative expenses were $9.1 million, compared to $9.5 million in the comparative period. The movement was mainly due to the decrease in the non-cash charge for stock-based compensation expense offset by an increase in bonuses paid to our employees. The average general and administrative expense per ownership day for the six-month period ended June 30, 2024 was $738, compared to $807 in the comparative period, a decrease of $69 or 8.6%.

 

Adjusted EBITDA

 

Adjusted EBITDA (a non-GAAP financial measure) was $122.3 million for the second quarter of 2024, up from $108.2 million for the prior year period, with the net increase being mainly due to decrease in planned and unplanned off hire days and the addition of the Four Vessels in second quarter of 2023.

 

Adjusted EBITDA for the six months ended June 30, 2024 was $247.7 million, compared to $213.1 million for the comparative period, an increase of $34.6 million or 16.2%.

 

Interest Expense and Interest Income

 

Debt as at June 30, 2024 totaled $721.1 million, comprising $371.8 million of secured bank debt collateralized by vessels, $258.1 million of 2027 Secured Notes collateralized by vessels, and $91.2 million under sale and leaseback financing transactions. As of June 30, 2024, five vessels were unencumbered.

 

Debt as at June 30, 2023 totaled $925.3 million, comprising $491.3 million of secured bank debt collateralized by vessels, $310.6 million of 2027 Secured Notes collateralized by vessels, and $123.4 million under sale and leaseback financing transactions. As of June 30, 2023, five vessels were unencumbered.

 

Interest and other finance expenses for the second quarter of 2024 was $9.9 million, down from $10.9 million for the prior year period. The decrease was mainly due to lower interest expense following the principal repayments offset by amortization of premium paid for interest rate caps. The blended cost of debt, taking into account interest rate caps, has marginally increased from approximately 4.53% for the second quarter of 2023 to 4.57% for the second quarter of 2024 due to variations in amortization schedules.

Interest and other finance expenses for the six months ended June 30, 2024 was $20.3 million, down from $22.0 million for the comparative period mainly due to the factors noted above.

 

Interest income for the second quarter of 2024 was $4.1 million, up from $2.6 million for the prior year period mainly due to higher invested amounts.

 

Interest income for the six months period ended June 30, 2024 was $7.8 million, compared to $4.4 million for the comparative period.

 

Other income/(expenses), net

 

Other income, net was $1.0 million in the second quarter of 2024, compared to other expenses, net of $0.4 million in the prior year period.

 

Other income, net was $2.3 million for the six month period ended June 30, 2024, compared to $1.2 million for the comparative period.

 

Fair value adjustment on derivatives

 

In December 2021, we entered into a USD 1 month LIBOR interest rate cap of 0.75% through the fourth quarter of 2026 on $484.1 million of floating rate debt, which reduces over time in line with anticipated debt amortization and represented approximately half of the outstanding floating rate debt. In February 2022, we entered into two additional USD 1-month LIBOR interest rate caps of 0.75% through the fourth quarter of 2026 on the remaining balance of $507.9 million of floating rate debt. As a result of the discontinuation of LIBOR, on July 1, 2023, our interest rate caps have automatically transited to 1 month Compounded SOFR at a net rate of 0.64%. A negative fair value adjustment of $1.0 million for the second quarter of 2024 was recorded through the statement of income. The negative fair value adjustment for the six month period ended June 30, 2024 was $0.8 million.

 

Earnings Allocated to Preferred Shares

 

The Series B Preferred Shares carry a coupon of 8.75%, the cost of which for the second quarter of 2024 was $2.4 million, the same as in the prior year period.

 

The cost for the six months ended June 2024 was $4.8 million, the same as for the six months ended June 30, 2023.

 

Net Income Available to Common Shareholders

 

Net income available to common shareholders for the second quarter of 2024 was $85.6 million. Net income available to common shareholders for the prior year period was $75.4 million.

 

Earnings per share for the second quarter of 2024 was $2.43, an increase of 14.1% from the earnings per share for the prior year period, which was $2.13.

 

For the six months ended June 30, 2024, net income available to common shareholders was $175.1 million. Net income available to common shareholders for the six months ended June 30, 2023 was $147.6 million.

 

Earnings per share for the six months ended June 30, 2024 was $4.98, an increase of 20.0% from the earnings per share for the comparative period, which was $4.15.

 

Normalized net income (a non-GAAP financial measure) for the second quarter of 2024, was $86.7 million. Normalized net income for the prior year period was $74.0 million.

 

Normalized net income for the six months ended June 30, 2024 was $175.7 million, as compared to $149.5 for the comparative period.

 

Normalized earnings per share (a non-GAAP financial measure) for the second quarter of 2024 was $2.46, an increase of 17.7% from Normalized earnings per share for the prior year period, which was $2.09.

 

Fleet

 

As of June 30, 2024, there were 68 containerships in the fleet.

 

 

Conference Call and Webcast

 

Global Ship Lease will hold a conference call to discuss the Company's results for the three and six months ended June 30, 2024 today, Monday August 5, 2024 at 10:30 a.m. Eastern Time.

There are two ways to access the conference call:

 

 (1)  Dial-in: (646) 307-1963 or (800) 715-9871; Event ID: 3980617

Please dial in at least 10 minutes prior to 10:30 a.m. Eastern Time to ensure a prompt start to the call.

(2) Live Internet webcast and slide presentation: http://www.globalshiplease.com

The webcast will also be archived on the Company’s website: http://www.globalshiplease.com.

Annual Report on Form 20-F

The Company’s Annual Report for 2023 was filed with the Securities and Exchange Commission (the “Commission”) on March 20, 2024. A copy of the report can be found under the Investor Relations section (Annual Reports) of the Company’s website at http://www.globalshiplease.com or on the Commission’s website at www.sec.gov. Shareholders may request a hard copy of the audited financial statements free of charge by contacting the Company at info@globalshiplease.com or by writing to Global Ship Lease, Inc, c/o GSL Enterprises Ltd., 9 Irodou Attikou Street, Kifisia, Athens, 14561.

About Global Ship Lease

Global Ship Lease is a leading independent owner of containerships with a diversified fleet of mid-sized and smaller containerships. Incorporated in the Marshall Islands, Global Ship Lease commenced operations in December 2007 with a business of owning and chartering out containerships under fixed-rate charters to top tier container liner companies. It was listed on the New York stock Exchange in August 2008.

As of June 30, 2024, Global Ship Lease owned 68 containerships ranging from 2,207 to 11,040 TEU, with an aggregate capacity of 376,723 TEU. 36 ships are wide-beam Post-Panamax.

As of June 30, 2024, the average remaining term of the Company’s charters, to the mid-point of redelivery, including options under the Company’s control and other than if a redelivery notice has been received, was 2.2 years on a TEU-weighted basis. Contracted revenue on the same basis was $1.77 billion. Contracted revenue was $2.13 billion, including options under charterers’ control and with latest redelivery date, representing a weighted average remaining term of 2.8 years.

Reconciliation of Non-U.S. GAAP Financial Measures

To supplement our financial information presented in accordance with U.S. GAAP, we use certain “non-GAAP financial measures” as such term is defined in Regulation G promulgated by the SEC. Generally, a non-GAAP financial measure is a numerical measure of a company’s operating performance, financial position or cash flows that excludes or includes amounts that are included in, or excluded from, the most directly comparable measure calculated and presented in accordance with U.S. GAAP. We believe that the presentation of these measures provides investors with greater transparency and supplemental data relating to our financial condition and results of operations, and therefore a more complete understanding of factors affecting our business and financial performance than U.S. GAAP measures alone. In addition, we believe that the presentation of these matters is useful to investors for period-to-period comparison of results as the items may reflect certain unique and/or non-operating items such as impairment charges, contract termination costs or items outside of our control.

We believe that the presentation of the following non-U.S. GAAP financial measures is useful to investors because they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry.

Adjusted EBITDA represents net income available to common shareholders before interest income and expense, earnings allocated to preferred shares, income taxes, depreciation and amortization of drydocking net costs, gains or losses on the sale of vessels, amortization of intangible liabilities, charges for share based compensation, fair value adjustment on derivatives, the effect of the straight lining of time charter modifications, and impairment losses. Adjusted EBITDA is a non-U.S. GAAP quantitative measure used to assist in the assessment of our ability to generate cash from our operations. We believe that the presentation of Adjusted EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Adjusted EBITDA is not defined in U.S. GAAP and should not be considered to be an alternative to net income or any other financial metric required by such accounting principles. Our use of Adjusted EBITDA may vary from the use of similarly titled measures by others in our industry.

 

Adjusted EBITDA is presented herein both on a historic basis and on a forward-looking basis in certain instances. We do not provide a reconciliation of such forward looking non-U.S. GAAP financial measure to the most directly comparable U.S. GAAP measure due to the inherent difficulty in accurately forecasting and quantifying certain amounts necessary for such reconciliation, and we are not able to provide such reconciliation of such forward-looking non-U.S. GAAP financial measure without unreasonable effort.

ADJUSTED EBITDA - UNAUDITED

(thousands of U.S. dollars)

Normalized net income represents net income available to common shareholders after adjusting for certain non-recurring items. Normalized net income is a non-U.S. GAAP quantitative measure which we believe will assist investors and analysts who often adjust reported net income for items that do not affect operating performance or operating cash generated. Normalized net income is not defined in U.S. GAAP and should not be considered to be an alternate to net income or any other financial metric required by such accounting principles. Our use of Normalized net income may vary from the use of similarly titled measures by others in our industry.

NORMALIZED NET INCOME – UNAUDITED

(thousands of U.S. dollars)

Normalized Earnings per Share represents Earnings per Share after adjusting for certain non-recurring items. Normalized Earnings per Share is a non-U.S. GAAP quantitative measure which we believe will assist investors and analysts who often adjust reported Earnings per Share for items that do not affect operating performance or operating cash generated. Normalized Earnings per Share is not defined in U.S. GAAP and should not be considered to be an alternate to Earnings per Share as reported or any other financial metric required by such accounting principles. Our use of Normalized Earnings per Share may vary from the use of similarly titled measures by others in our industry.

NORMALIZED EARNINGS PER SHARE – UNAUDITED

Dividend Policy

The declaration and payment of dividends will be subject at all times to the discretion of the Company’s Board of Directors. The timing and amount of dividends, if any, will depend on the Company’s earnings, financial condition, cash flow, capital requirements, growth opportunities, restrictions in its loan agreements and financing arrangements, the provisions of Marshall Islands law affecting the payment of dividends, and other factors. For further information on the Company’s dividend policy, please see its most recent Annual Report on Form 20-F.

Safe Harbor Statement

This communication contains forward-looking statements. Forward-looking statements provide Global Ship Lease's current expectations or forecasts of future events. Forward-looking statements include statements about Global Ship Lease's expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as "anticipate", "believe", "continue", "estimate", "expect", "intend", "may", "ongoing", "plan", "potential", "predict", “should”, "project", "will" or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. These forward-looking statements are based on assumptions that may be incorrect, and Global Ship Lease cannot assure you that these projections included in these forward-looking statements will come to pass. Actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors.

The risks and uncertainties include, but are not limited to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 Condensed Consolidated Balance Sheets

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

 Global Ship Lease, Inc.

Interim Unaudited Condensed Consolidated Statements of Income

(Expressed in thousands of U.S. dollars)

Global Ship Lease, Inc.

Interim Unaudited Condensed Consolidated Statements of Cash Flows

(Expressed in thousands of U.S. dollars)

 

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