Executive Summary
First Ship Lease Trust is a Singapore-listed business trust that owns a shrinking portfolio of aging product tankers on fixed-rate period charters. Once a fleet of 23 vessels at IPO in 2007, it has been reduced to just 6 tankers with an average age of ~19 years. The trust has destroyed 97% of unitholder value since its IPO price of US$0.98 (SGD 1.50), trading today at SGD 0.048. While the balance sheet is technically clean (zero debt, US$20.8M cash), the trust is effectively in a slow wind-down with no credible growth strategy, a controlling shareholder with 55% deemed interest, a free float of only 24%, and no distribution since 2024. This is a value trap masquerading as a cheap asset play.
1. Business Overview
What FSL Trust Does
First Ship Lease Trust was established on 19 March 2007 as a Singapore business trust under the Business Trusts Act. It owns product tankers that it charters to shipping companies on fixed-rate period charters. The Trustee-Manager is FSL Trust Management Pte. Ltd., which is wholly owned (indirectly) by the Sponsor, FSL Holdings Pte. Ltd. The sole shareholder of the Sponsor is Prime Shareholdings Inc., an affiliate of Prime Marine Management Inc.
Fleet History and Decline
| Year | Fleet Size | Vessel Types | Notes |
|---|---|---|---|
| 2007 (IPO) | 14 | Containers, tankers, chemical, bulk | Initial portfolio |
| 2008 | 23 | Added Yang Ming containerships | Peak fleet |
| 2020 | ~12 | Exited container sector | Sold 3 Yang Ming boxships |
| 2023 | 8 | Product tankers only | Continued disposals |
| 2024 | 7 | Product tankers | Sold Cumbrian Fisher (Dec) |
| 2025 | 6 | Product tankers | Sold Clyde Fisher (Feb) |
Current Fleet (as of 31 Dec 2025)
The trust now operates 6 product tankers of varying sizes, all employed under fixed-rate period charters with a single international shipping company. Key vessels include:
- Speciality - Product tanker
- Seniority - Product tanker
- Superiority - Product tanker (4-year charter extension secured)
- Solway Fisher - Product tanker (converted to fixed-rate period)
- Shannon Fisher - Product tanker (converted to fixed-rate period)
- One additional unnamed vessel
Average vessel age: ~19 years (built circa 2006-2007) Dollar-weighted average remaining lease period: ~2 years (as of end 2024) Contracted future revenue: US$17.1M (as of 31 Dec 2025)
2. Financial Analysis
Income Statement Summary (US$ thousands)
| Metric | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|
| Revenue | ~24,200 | 8,510 | 8,454 | ~6,050 |
| Vessel Operating Expenses | - | 1,400 | 1,400 | ~1,200 |
| Management Fees | - | 741 | 598 | ~500 |
| Depreciation | - | 2,912 | 2,930 | ~2,000 |
| Gain on Disposal | - | 463 | 2,281 | ~700 |
| Reversal of Impairment | - | 0 | 1,968 | 3,700 |
| Net Profit | ~3,670 | 3,670 | 8,259 | 6,860 |
| Adjusted EBITDA | ~9,900 | 6,368 | 6,447 | 4,100 |
| EPS (US cents) | ~0.21 | 0.21 | 0.47 | ~0.39 |
Critical observation: FY2024 and FY2025 "profits" are heavily inflated by non-recurring items:
- FY2024: US$1.97M impairment reversal + US$2.28M disposal gain = US$4.25M (51% of net profit)
- FY2025: US$3.7M impairment reversal + US$0.7M disposal gain = US$4.4M (64% of net profit)
- Underlying operating profit (FY2025): ~US$2.5M (just US$0.14 cents per unit)
Balance Sheet (US$ thousands)
| Metric | 31 Dec 2023 | 31 Dec 2024 | 31 Dec 2025 (est.) |
|---|---|---|---|
| Vessels (carrying value) | 31,997 | 26,693 | ~18,000 |
| Cash & Equivalents | 32,174 | 14,788 | 20,800 |
| Trade Receivables | 1,563 | 1,178 | ~1,000 |
| Total Assets | 65,734 | 42,659 | ~40,000 |
| Secured Loans (current) | 3,449 | 2,475 | 0 |
| Secured Loans (non-current) | 6,661 | 2,645 | 0 |
| Trade Payables | 650 | 944 | ~800 |
| Total Liabilities | 10,922 | 6,109 | ~1,000 |
| Total Equity | 54,812 | 36,550 | ~39,000 |
Key observations:
- Zero debt as of end 2025 (all loans prepaid)
- Cash of US$20.8M represents ~52% of total assets
- Total equity plunged from $54.8M to $36.6M in FY2024 due to US$26.5M distribution payment
- Vessel book values are declining as fleet ages and shrinks
- FY2025 equity estimated at ~US$39-43M (profit added, no distribution paid)
Units Outstanding
- Total units in issue: 1,768,057,636
- Free float: ~24% (Topouzoglou group holds ~55% deemed interest)
NAV Per Unit Calculation
| Period | Total Equity (US$) | NAV/Unit (US$) | NAV/Unit (SGD est.) |
|---|---|---|---|
| FY2023 | $54,812K | $0.031 | ~$0.047 |
| FY2024 | $36,550K | $0.0207 | ~$0.031 |
| FY2025 (est.) | ~$43,400K | ~$0.0245 | ~$0.033 |
At SGD 0.048, the trust trades at approximately 1.45x NAV (or ~1.5x book value per unit), which is a significant premium for a declining asset base of aging vessels with limited remaining economic life.
Cash Flow
| Metric | FY2023 | FY2024 |
|---|---|---|
| Operating Cash Flow | ~7,500 | 7,481 |
| Vessel Disposal Proceeds | - | 7,108 |
| Loan Repayment | - | (3,179) |
| Distributions Paid | - | (26,521) |
Distribution History (US cents per unit)
| Year | Amount | Yield at Time | Notes |
|---|---|---|---|
| 2019 | 0 | 0% | Mandatory offer year |
| 2020 | 3.0 | ~79% | Two payments of 1.5c |
| 2021 | 3.5 | ~92% | 2.0c + 1.5c |
| 2022 | 1.6 | ~42% | Single payment |
| 2023 | 1.5 | ~46% | Single payment (H2) |
| 2024 | 0 | 0% | No distribution declared |
| 2025 | 0 | 0% | No distribution declared |
The distribution has been zero for two consecutive years. The massive US$26.5M distribution in FY2023 (paid early 2024) was a return of capital, not sustainable income -- it represented disposal proceeds being distributed to unitholders. Since then, nothing.
3. Quality Assessment
ROE Analysis
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Net Profit (US$K) | 3,670 | 8,259 | 6,860 |
| Average Equity (US$K) | ~55,000 | ~45,700 | ~39,000 |
| ROE | ~6.7% | ~18.1% | ~17.6% |
The reported ROE of ~17-18% is misleading. It is boosted by:
- Non-recurring impairment reversals and disposal gains
- A shrinking equity base (denominator declining)
- Adjusted for non-recurring items, ROE would be ~5-7%
Moat Assessment: NONE
FSL Trust has no competitive moat whatsoever:
- No brand power -- commodity shipping, charterers care only about price and vessel specs
- No network effects -- shipping is fragmented
- No switching costs -- charterers can easily switch vessels
- No cost advantage -- aging fleet is more expensive to maintain
- No regulatory advantage -- no special licenses or barriers
- No scale -- 6 vessels is minuscule in global shipping
Capital Allocation: POOR
- IPO investors have lost 97% of their capital
- Trust structure with external management creates agency conflicts
- Management fees continue to be paid regardless of unitholder returns
- The 2023 large distribution ($26.5M) was a capital return, not earned income
- No new vessel acquisitions since 2021 (one purchase that year after 6-year drought)
- Chairman stated "has not yet identified any opportunities with an attractive risk and reward balance"
4. Ownership and Governance
Controlling Shareholder
- Stathis Topouzoglou -- Chairman, deemed interest of 55.04% in FSL Trust units
- Also CEO of Prime Marine Management Inc. and Founding Partner/Board Director of Energean PLC
- Took control via mandatory general offer in June 2019 at SGD 0.0585 per unit
- The offer did NOT result in delisting; trust remains listed but with only ~24% free float
Management
- Roger Woods -- CEO of FSL Trust Management
- External management structure with FSLAM providing management services
- Management fees paid regardless of trust performance (~US$500-600K/year)
Governance Concerns
- Controlling shareholder alignment: Topouzoglou controls 55% but has not articulated a clear strategy for value creation
- External management: Trust-Manager structure means management has limited skin in the game relative to direct ownership
- Low free float: 24% free float creates liquidity risk and limits price discovery
- No distribution: Despite holding US$20.8M cash (nearly equal to market cap), no distribution was declared for FY2024 or FY2025
5. Valuation
Current Valuation Metrics
| Metric | Value | Assessment |
|---|---|---|
| Price (SGD) | 0.048 | Near 52-week low (0.036-0.072) |
| Market Cap (USD) | ~42.8M | |
| P/E (reported) | 6.2x | Misleading due to non-recurring items |
| P/E (adjusted) | ~13.5x | Stripping out impairment reversals & disposal gains |
| P/NAV | ~1.45x | Premium to book value |
| EV/EBITDA (adjusted) | ~5.4x | |
| Dividend Yield | 0% | No distribution for 2 years |
| FCF Yield | ~5-6% | Based on operating cash flow only |
Asset-Based Valuation
The most relevant valuation for a trust in run-off is asset-based:
| Asset | Value (US$) |
|---|---|
| Cash & equivalents | 20,800K |
| Vessels (book value, est.) | ~18,000K |
| Receivables | ~1,000K |
| Less: Liabilities | (~1,000K) |
| Net Asset Value | ~38,800K |
| Per Unit | ~US$0.022 (SGD ~0.029) |
However, vessel book values may not reflect market value. The impairment reversals in FY2024-2025 suggest management believes vessels are worth more than book value. If vessels could be sold at market rates above book, there could be upside. Conversely, 19-year-old tankers approaching scrapping age may have limited residual value.
Scrap value estimate: Small product tankers at ~6,000 LDT each at $500-600/LDT = ~$3-3.6M per vessel. For 6 vessels = US$18-22M (roughly aligning with book value).
Liquidation Scenario
If FSL Trust were to wind down and distribute all assets:
| Item | Value (US$M) |
|---|---|
| Cash | 20.8 |
| Vessel sale proceeds (est.) | 18-25 |
| Less: Wind-down costs | (2-3) |
| Total distributable | 37-43 |
| Per unit (US$) | 0.021-0.024 |
| Per unit (SGD) | 0.028-0.032 |
At SGD 0.048, you are paying a 50-70% premium to likely liquidation value. The market price implies either (a) the vessels are worth significantly more than book/scrap, or (b) the trust will generate substantial ongoing earnings. Neither assumption is well-supported given the aging fleet and declining revenue.
6. Risk Assessment
Critical Risks
Terminal decline of the fleet -- Average age ~19 years, approaching end of economic life. No new acquisitions planned or funded.
Revenue cliff -- Contracted revenue of only US$17.1M with average remaining lease of ~2 years. Once charters expire, vessels may not be re-chartered at economic rates given their age.
Zero distributions -- Despite holding cash equal to ~50% of market cap, management has chosen not to distribute. Unitholders are trapped in a low-liquidity, zero-yield instrument.
Controlling shareholder risk -- Topouzoglou controls 55% and has not articulated plans. He could push for a low-ball privatization, further asset stripping, or indefinite run-off with management fees continuing.
Liquidity risk -- 24% free float, average daily volume of ~1.9M units (SGD ~$90K/day). Difficult to build or exit a meaningful position.
Shipping cyclicality -- Product tanker rates are cyclical. The current fleet is positioned in a commoditized segment with no pricing power.
Regulatory/environmental risk -- Aging vessels face increasing costs from IMO 2030/2050 regulations. Carbon Intensity Indicator (CII) ratings may force early scrapping.
What Could Go Right
- Controlled liquidation with disciplined asset sales could return US$0.021-0.024 per unit
- Surprise privatization offer at a premium (Topouzoglou tried at SGD 0.0585 in 2019)
- Surge in product tanker values could lift vessel valuations
- New fleet acquisitions using the US$20.8M cash pile (management has mentioned monitoring opportunities)
7. Comparison to IPO and Historical Performance
| Metric | IPO (2007) | Today (2026) | Change |
|---|---|---|---|
| Unit Price (SGD) | 1.50 | 0.048 | -96.8% |
| Fleet Size | 14 vessels | 6 vessels | -57% |
| Fleet Type | Diversified | Product tankers only | Concentrated |
| Vessel Age | ~5 years avg | ~19 years avg | Aging |
| Debt | Leveraged | Zero | Improved |
| Distributions | Regular | None (2 years) | Deteriorated |
This is one of the worst-performing SGX-listed instruments since the 2007 shipping trust boom. Original IPO investors who held through have experienced near-total capital destruction.
8. Investment Verdict
REJECT
Rating: REJECT -- Do not invest at any price near current levels
Rationale:
- No moat, no growth, no yield. This is a slowly dying business trust with an aging fleet, declining revenue, and zero distributions.
- Trading above NAV. At SGD 0.048, you pay a ~45% premium to estimated net asset value. There is no margin of safety.
- Controlling shareholder misalignment. Topouzoglou holds 55% and has no incentive to maximize minority unitholder value. He could privatize at a discount or let the trust run off while collecting management fees.
- Permanently impaired business. The fleet will be scrapped within 5-10 years. There is no reinvestment plan. This is a run-off vehicle.
- Better shipping alternatives exist. Global Ship Lease, Hafnia, Scorpio Tankers, and other listed shipping names offer better fleets, scale, governance, and yields.
The only scenario where D8DU makes sense is a speculative bet on privatization at a premium or a surprise large distribution of the cash pile. Neither is supported by management's track record or stated intentions.