Global Ship Lease, Inc 6-K, filed May 11, 2023
Global Ship Lease, Inc. (GSL)
About this 6-K
Global Ship Lease, Inc filed this 6-K on May 11, 2023.
UNITED STATES
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 May 2023
Commission File Number: 001-34153
GLOBAL SHIP LEASE, INC.
(Translation of registrant’s name into English)
c/o Global Ship Lease Services Limited
25 Wilton Road
London SW1V 1LW
United Kingdom
(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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐.
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)7: ☐.
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Financial Results for the Three Months ended March 31, 2023
Attached to this Report on Form 6-K (this “Report”) as Exhibit 99.1 is a copy of the press release of Global Ship Lease, Inc. (the “Company”), dated May 10, 2023, reporting the Company’s financial results for the three months ended March 31, 2023. Attached to this Report as Exhibit 99.2 are the Company’s interim unaudited consolidated financial statements for the three months ended March 31, 2023.
Agreement to Acquire Four Vessels
Attached to this Report as Exhibit 99.3 is a copy of the press release of the Company, dated May 8, 2023, announcing that the Company agreed to purchase and charter-back four Post-Panamax containerships.
The information contained in this Report, except for (i) the commentary of George Youroukos and Ian Webber contained in Exhibit 99.1 and (ii) the commentary of George Youroukos contained in Exhibit 99.3, is hereby incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-231509, 333-258800 and 333-267468) and Form S-8 (File Nos. 333-258992 and 333-264113).
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.
| GLOBAL SHIP LEASE, INC. | ||||||
| (Registrant) | ||||||
| Dated: May 11, 2023 |
||||||
| By: |
/s/ Ian J. Webber | |||||
| Ian J. Webber | ||||||
| Chief Executive Officer | ||||||
Exhibit 99.1
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 First Quarter of 2023
Value-focused growth adds to significant contract cover, interest rate risk fully hedged, sustainable quarterly dividend of $0.375 per common share
LONDON, ENGLAND - May 10, 2023—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 months ended March 31, 2023.
First Quarter 2023 Highlights
| • | Reported operating revenue of $159.3 million for the first quarter 2023, an increase of 3.7% on operating revenue of $153.6 million for the prior year period. |
| • | Reported net income available to common shareholders of $72.2 million for the first quarter of 2023, an increase of 6.5% on net income of $67.8 million for the prior year period. Normalized net income (a non-U.S. GAAP financial measure, described below) for the same period was $75.6 million, up 12.3% on Normalized net income of $67.3 million for the prior year period. |
| • | Generated $104.9 million of Adjusted EBITDA (a non-U.S. GAAP financial measure, described below) for the first quarter of 2023, up 16.0% on Adjusted EBITDA of $90.4 million for the prior year period. |
| • | Earnings per share for the first quarter of 2023 was $2.02, up 8.6% on earnings per share of $1.86 for the prior year period. Normalized earnings per share (a non-U.S. GAAP financial measure, described below) for the first quarter of 2023 was $2.12, up 14.6% on Normalized earnings per share of $1.85 for the prior year period. |
| • | Declared a dividend of $0.375 per Class A common share for the first quarter of 2023 to be paid on June 2, 2023 to common shareholders of record as of May 24, 2023. Paid a dividend of $0.375 per Class A common share for the fourth quarter of 2022 on March 6, 2023. |
| • | On May 8, 2023, announced an agreement to purchase four post-panamax containerships, each with carrying capacity of approximately 8,500 TEU, for an aggregate purchase price of $123.3 million, and charter them back to a leading liner operator. Contract cover for each vessel is for a minimum firm period of 24 months from the date each vessel is delivered, anticipated to be late second quarter / early third quarter 2023, followed by a 12-month extension at the charterer’s option. The vessels are expected to generate aggregate Adjusted EBITDA of approximately $76.6 million over the minimum firm period, implying an average Purchase Price/Annual Adjusted EBITDA multiple of approximately 3.2x. If all options are exercised, the vessels are expected to generate approximately $95.3 million of aggregate Adjusted EBITDA. |
| • | Between January 1, 2023, and May 9, 2023, including the four 8,500 TEU ships we have contracted to purchase, added $188.8 million of firm contracted revenues to forward charter cover, calculated on the basis of the median firm periods of the respective charters. For vessels in our pre-existing fleet, new charter fixtures or extensions were agreed on seven ships between 2,200 and 3,500 TEU, and a forward fixture was agreed for one ECO 9,100 TEU ship; charter terms range from a few months to two years. |
| • | Continued to utilize the $40.0 million authorization (the “Buy-back Authorization”) for opportunistic share repurchases, repurchasing a total of 582,178 Class A common shares during January 2023 for a total investment of $10.0 million. During April 2023 we repurchased a further 203,140 Class A common shares for a total investment of $3.8 million. Re-purchase prices in 2023 ranged between $16.12 and $18.69 per common share, with an average price of $17.50. A total of 1,845,958 Class A common shares have been repurchased under the Buy-back Authorization, for approximately $33.8 million, with approximately $6.2 million of capacity remaining. |
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| • | In March 2023, completed the previously-announced sale of GSL Amstel, a 1,100 TEU feeder and non-core asset with imminent special survey and dry-docking requirements, for net proceeds of approximately $5.9 million. |
George Youroukos, Executive Chairman of Global Ship Lease stated: “The ongoing normalization of charter rates and asset values in the container shipping sector continued into early 2023, although the rate of change has moderated in recent months. It remains to be seen whether this trend can be sustained, but there have recently been signs of potential stabilization at rate levels that, despite being well below recent peaks, are still attractive by historical standards. The availability of tonnage, and overall liquidity, within the charter market remains comparatively limited, incentivizing liner companies to continue securing tonnage on term charters, albeit for durations that rarely extend beyond a year or two.
In this environment, and with a highly specified fleet focused on the “workhorse” size segments, we have continued to have success in agreeing new charters and extensions. We have recently also returned to value-focused growth with the purchase and charter back of four 8,500 TEU post-panamax containerships, GSL’s first vessel acquisitions in nearly two years. These high-specification, enhanced-efficiency vessels will provide GSL with immediate cash flow from a top-tier counterparty and are being acquired on attractive terms, reflecting the recent normalization of asset values, while ensuring low residual value risk. All told, we have added almost $190.0 million of contracted revenue so far this year, bringing our forward charter cover to more than $2.1 billion over 2.5 years. Our strong contracted cash flows and discipline throughout the recent period of sharply elevated asset prices have put GSL in a strong position to selectively participate in secondhand acquisition opportunities that meet our strict criteria.”
Ian Webber, Chief Executive Officer, commented: “By remaining disciplined, aggressively deleveraging, and continually identifying opportunities to reduce our cost of debt, including by hedging our interest rate exposure, and enhance our overall financial flexibility, GSL is entering this new phase of the cycle with both good forward visibility on contracted cash flows and a robust balance sheet. This allows us to continue to be nimble with our capital allocation, moving quickly on the right growth opportunities while maintaining our well-supported dividend and capitalizing on stock market volatility to improve shareholder returns by buying back shares. Since third quarter of 2021, in total we have invested almost $44 million in share buy-backs, reducing our share count by nearly 7%. Our financial strength and discipline enable us to create value in multiple ways, and we intend to continue doing so in the manner that we believe best serves the long-term interests of our shareholders.”
SELECTED FINANCIAL DATA – UNAUDITED
(thousands of U.S. dollars)
| Three months ended | Three months ended | |||||||
| March 31, 2023 | March 31, 2022 | |||||||
| Operating Revenue (1) | 159,291 | 153,631 | ||||||
| Operating Income | 85,098 | 83,740 | ||||||
| Net Income (2) | 72,220 | 67,806 | ||||||
| Adjusted EBITDA (3) | 104,906 | 90,380 | ||||||
| Normalized Net Income (3) | 75,564 | 67,293 | ||||||
| (1) | Operating Revenue is 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 and the effect of the straight lining of time charter modifications. Brokerage commissions are included in “Time charter and voyage expenses” (see below). |
| (2) | Net Income available to common shareholders. |
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| (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 a useful measure 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. |
Revenue and Utilization
Operating revenue derived from fixed-rate, mainly long-term, time-charters was $159.3 million in the three months ended March 31, 2023, up $5.7 million (or 3.7%) on revenue of $153.6 million for the prior year period. The period-on-period increase in revenue was principally due to charter renewals at higher rates on nine vessels partially offset by (i) $9.5 million reduction in the amortization of intangible liabilities arising on below-market charters attached to certain vessel additions, and (ii) $1.9 million reduction in the credit from straightlining the effect of timecharter modifications. There were 302 days of offhire in the first quarter of 2023 of which 200 were for scheduled drydockings, compared to 309 days of offhire in the prior year period of which 227 were for scheduled drydockings. Utilization for the first quarter of 2023 was 94.8% compared to utilization of 94.7% in the same period of the prior year.
The table below shows fleet utilization for the three months ended March 31, 2023 and 2022, and for the years ended December 31, 2022, 2021, 2020 and 2019.
| Three months ended | Year ended | |||||||||||||||||||||||
| Days |
March 31, 2023 |
March 31, 2022 |
Dec 31, 2022 |
Dec 31, 2021 |
Dec 31, 2020 |
Dec 31, 2019 |
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| Ownership days | 5,843 | 5,850 | 23,725 | 19,427 | 16,044 | 14,326 | ||||||||||||||||||
| Planned offhire - scheduled drydock | (200 | ) | (227 | ) | (581 | ) | (752 | ) | (687 | ) | (537 | ) | ||||||||||||
| Unplanned offhire | (102 | ) | (82 | ) | (460 | ) | (260 | ) | (95 | ) | (105 | ) | ||||||||||||
| Idle time | nil | nil | (30 | ) | (88 | ) | (338 | ) | (164 | ) | ||||||||||||||
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| Operating days | 5,541 | 5,541 | 22,654 | 18,327 | 14,924 | 13,520 | ||||||||||||||||||
| Utilization | 94.8 | % | 94.7 | % | 95.5 | % | 94.3 | % | 93.0 | % | 94.4 | % | ||||||||||||
In 2023, we anticipate five further regulatory drydockings.
Vessel Operating Expenses
Vessel operating expenses, which are primarily the costs of crew, lubricating oil, repairs, maintenance, insurance and technical management fees, were up 8.6% to $42.8 million for the first quarter of 2023, compared to $39.4 million in the comparative period. The increase of $3.4 million was mainly due to (i) high inflation impact on all categories, (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, (iii) increased crew expenses as salaries were higher primarily due to limited crew supply as a consequence of current container market conditions, worldwide inflation and higher crew travel expenses due to increased number of crew changes and higher airfare prices and (iv) increased cost of lubricant consumption due to higher average prices. The average cost per ownership day in the quarter was $7,319, compared to $6,743 for the prior year period, up $576 per day, or 8.5%.
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 $5.5 million for the first quarter of 2023, compared to $4.4 million in the first quarter of 2022. The increase is mainly due to additional voyage administration costs and increased commissions on charter renewals at higher rates.
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Depreciation and Amortization
Depreciation and amortization for the first quarter of 2023 was $21.2 million, compared to $19.9 million in the first quarter of 2022. The increase was mainly due to the 11 drydockings completed after March 31, 2022.
General and Administrative Expenses
General and administrative expenses were $4.8 million in the first quarter of 2023, compared to $6.2 million in the first quarter of 2022. The decrease was mainly due to lower stock-based compensation expense in the first quarter of 2023 and a one-off expense that occurred in first quarter of 2022 due to social security charges related to vesting of shares under the stock-based compensation plan. The average general and administrative expense per ownership day for the first quarter of 2023 was $820, compared to $1,066 in the comparative period, a decrease of $246 or 23.1%.
Net Income Available to Common Shareholders
Net income available to common shareholders for the three months ended March 31, 2023 was $72.2 million. Net income available to common shareholders for the three months ended March 31, 2022 was $67.8 million.
Earnings per share for the three months ended March 31, 2023 was $2.02, an increase of 8.6% from the earnings per share for the comparative period, which was $1.86.
Normalized net income (a non-GAAP financial measure) for the three months ended March 31, 2023, was $75.6 million. Normalized net income for the three months ended March 31, 2022 was $67.3 million.
Normalized earnings per share (a non-GAAP financial measure) for the three months ended March 31, 2023 was $2.12, an increase of 14.6% from Normalized earnings per share for the comparative period, which was $1.85.
Adjusted EBITDA
Adjusted EBITDA (a non-GAAP financial measure) was $104.9 million for the first quarter of 2023, up from $90.4 million for the first quarter of 2022, with the net increase being mainly due to a decrease in amortization of intangible liabilities.
Interest Expense and Interest Income
Debt as at March 31, 2023 totaled $896.5 million, comprising $440.2 million of secured bank debt collateralized by vessels, $323.8 million of our 5.69% Senior Secured Notes due 2027 (“2027 Secured Notes”) collateralized by vessels, and $132.5 million under sale and leaseback financing transactions. As of March 31, 2023, five vessels were unencumbered.
Debt as at March 31, 2022 totaled $1,078.5 million, comprising $791.8 million of secured debt collateralized by vessels, $169.2 million under sale and leaseback financing transactions and $117.5 million of unsecured indebtedness on our then-outstanding 8.00% Senior Unsecured Notes due 2024 Notes. As of March 31, 2022, none of our vessels were unencumbered.
Interest and other finance expenses for the first quarter of 2023 was $11.1 million, down from $18.7 million for the first quarter of 2022. The decrease in interest and other finance expenses was mainly due to lower average amount of debt outstanding and a $4.0 million prepayment fee on repayment of one facility in the first quarter 2022. Including the effect of the interest rate caps and refinancing and repayment of certain of our debt using the net proceeds of our 2027 Secured Notes which closed in June 2022, the blended cost of our debt has decreased from approximately 4.72% for the first quarter 2022 to 4.53% for the first quarter 2023, despite an increase in three-month LIBOR/SOFR in the first quarter of 2023 to 4.92% as compared to 0.53% in the prior year period.
Interest income for the first quarter of 2023 was $1.8 million, up from $0.3 million for the first quarter of 2022.
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Other income, Net
Other income, net was $1.6 million in the first quarter of 2023, compared to an income of $0.4 million in the first quarter of 2022.
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 and represented approximately half of our 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 our floating rate debt. One of these interest rate caps was not designated as a cash flow hedge and therefore the negative fair value adjustment of $2.8 million for the first quarter of 2023 was recorded through the statement of income as compared to the positive fair value adjustment of $4.6 million in the first quarter of 2022. Interest rate caps will automatically transit to 1 month Compounded SOFR by June 30, 2023.
Earnings Allocated to Preferred Shares
The Series B Preferred Shares carry a coupon of 8.75%, the cost of which for the first quarter of 2023 was $2.4 million, the same as in first quarter 2022. The cost was $2.4 million in both quarters of 2023 and 2022 since there were no additional Series B Preferred Shares issued under our at-the-market program.
Fleet
As at May 9, 2023, we had 64 containerships in our fleet.
| Vessel Name |
Capacity in TEUs |
Lightweight (tons) |
Year Built |
Charterer |
Earliest Charter Expiry Date |
Latest Charter Expiry Date (2) |
Daily Charter Rate $ |
|||||||||||||||||||
| CMA CGM Thalassa | 11,040 | 38,577 | 2008 | CMA CGM | 4Q25 | 2Q26 | 47,200 | |||||||||||||||||||
| ZIM Norfolk (ex UASC Al Khor) (1) | 9,115 | 31,764 | 2015 | ZIM | 2Q27 | 4Q27 | 65,000 | |||||||||||||||||||
| Anthea Y (1) | 9,115 | 31,890 | 2015 | COSCO | 3Q25 | 4Q25 | 38,000 | (3) | ||||||||||||||||||
| ZIM Xiamen (ex Maira XL)(1) | 9,115 | 31,820 | 2015 | ZIM | 3Q27 | 4Q27 | 65,000 | |||||||||||||||||||
| MSC Tianjin | 8,603 | 34,325 | 2005 | MSC | 2Q24 | 3Q24 | 19,000 | |||||||||||||||||||
| MSC Qingdao (4) | 8,603 | 34,609 | 2004 | MSC | 2Q24 | 2Q25 | 23,000 | |||||||||||||||||||
| GSL Ningbo | 8,603 | 34,340 | 2004 | MSC | 3Q27 | 4Q27 | (5) | 22,500 | (5) | |||||||||||||||||
| GSL Eleni | 7,847 | 29,261 | 2004 | Maersk | 3Q24 | 1Q25 | (6) | 16,500 | (6) | |||||||||||||||||
| GSL Kalliopi | 7,847 | 29,105 | 2004 | Maersk | 3Q23 | 4Q24 | (6) | 18,900 | (6) | |||||||||||||||||
| GSL Grania | 7,847 | 29,190 | 2004 | Maersk | 3Q23 | 1Q25 | (6) | 17,750 | (6) | |||||||||||||||||
| Mary (1) | 6,927 | 23,424 | 2013 | CMA CGM (7) | 4Q28 | 1Q31 | (7) | 25,910 | (7) | |||||||||||||||||
| Kristina (1) | 6,927 | 23,421 | 2013 | CMA CGM (7) | 3Q29 | 3Q31 | (7) | 25,910 | (7) | |||||||||||||||||
| Katherine (1) | 6,927 | 23,403 | 2013 | CMA CGM (7) | 1Q29 | 2Q31 | (7) | 25,910 | (7) | |||||||||||||||||
| Alexandra (1) | 6,927 | 23,348 | 2013 | CMA CGM (7) | 2Q29 | 3Q31 | (7) | 25,910 | (7) | |||||||||||||||||
| Alexis (1) | 6,882 | 23,919 | 2015 | CMA CGM (7) | 2Q29 | 3Q31 | (7) | 25,910 | (7) | |||||||||||||||||
| Olivia I (1) | 6,882 | 23,864 | 2015 | CMA CGM (7) | 2Q29 | 2Q31 | (7) | 25,910 | (7) | |||||||||||||||||
| GSL Christen | 6,840 | 27,954 | 2002 | Maersk | 3Q23 | 1Q24 | 35,000 | |||||||||||||||||||
| GSL Nicoletta | 6,840 | 28,070 | 2002 | Maersk | 3Q24 | 1Q25 | 35,750 | |||||||||||||||||||
| CMA CGM Berlioz | 6,621 | 26,776 | 2001 | CMA CGM | 4Q25 | 2Q26 | 37,750 | |||||||||||||||||||
| Agios Dimitrios (4) | 6,572 | 24,931 | 2011 | MSC | 4Q23 | 3Q24 | 20,000 | |||||||||||||||||||
| GSL Vinia | 6,080 | 23,737 | 2004 | Maersk | 3Q24 | 1Q25 | 13,250 | |||||||||||||||||||
| GSL Christel Elisabeth | 6,080 | 23,745 | 2004 | Maersk | 2Q24 | 1Q25 | 13,250 | |||||||||||||||||||
| GSL Dorothea | 5,992 | 24,243 | 2001 | Maersk | 3Q24 | 3Q26 | 18,600 | (8) | ||||||||||||||||||
| GSL Arcadia | 6,008 | 24,858 | 2000 | Maersk | 2Q24 | 1Q26 | 18,600 | (8) | ||||||||||||||||||
| GSL Violetta | 6,008 | 24,873 | 2000 | Maersk | 4Q24 | 4Q25 | 18,600 | (8) | ||||||||||||||||||
| GSL Maria | 6,008 | 24,414 | 2001 | Maersk | 4Q24 | 1Q27 | 18,600 | (8) | ||||||||||||||||||
| GSL MYNY | 6,008 | 24,873 | 2000 | Maersk | 3Q24 | 1Q26 | 18,600 | (8) | ||||||||||||||||||
| GSL Melita | 6,008 | 24,848 | 2001 | Maersk | 3Q24 | 3Q26 | 18,600 | (8) | ||||||||||||||||||
| GSL Tegea | 5,992 | 24,308 | 2001 | Maersk | 3Q24 | 3Q26 | 18,600 | (8) | ||||||||||||||||||
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| Tasman | 5,936 | 25,010 | 2000 | Maersk | 4Q23 | 2Q24 | 20,000 | |||||||||||||||||||
| ZIM Europe | 5,936 | 25,010 | 2000 | ZIM | 1Q24 | 2Q24 | 24,250 | |||||||||||||||||||
| Ian H | 5,936 | 25,128 | 2000 | ZIM | 2Q24 | 4Q24 | 32,500 | |||||||||||||||||||
| GSL Tripoli | 5,470 | 22,259 | 2009 | Maersk | 4Q24 | 4Q27 | 36,500 | (9) | ||||||||||||||||||
| GSL Kithira | 5,470 | 22,108 | 2009 | Maersk | 4Q24 | 1Q28 | 36,500 | (9) | ||||||||||||||||||
| GSL Tinos | 5,470 | 22,067 | 2010 | Maersk | 4Q24 | 4Q27 | 36,500 | (9) | ||||||||||||||||||
| GSL Syros | 5,470 | 22,098 | 2010 | Maersk | 4Q24 | 4Q27 | 36,500 | (9) | ||||||||||||||||||
| Dolphin II | 5,095 | 20,596 | 2007 | OOCL | 1Q25 | 3Q25 | 53,500 | |||||||||||||||||||
| Orca I | 5,095 | 20,633 | 2006 | Maersk | 2Q24 | 4Q25 | 21,000 | (10) | ||||||||||||||||||
| CMA CGM Alcazar | 5,089 | 20,087 | 2007 | CMA CGM | 3Q26 | 1Q27 | 35,500 | |||||||||||||||||||
| GSL Château d’If | 5,089 | 19,994 | 2007 | CMA CGM | 4Q26 | 1Q27 | 35,500 | |||||||||||||||||||
| GSL Susan | 4,363 | 17,309 | 2008 | CMA CGM | 3Q27 | 1Q28 | Confidential | (11) | ||||||||||||||||||
| CMA CGM Jamaica | 4,298 | 17,272 | 2006 | CMA CGM | 1Q28 | 2Q28 | Confidential | (11) | ||||||||||||||||||
| CMA CGM Sambhar | 4,045 | 17,429 | 2006 | CMA CGM | 1Q28 | 2Q28 | Confidential | (11) | ||||||||||||||||||
| CMA CGM America | 4,045 | 17,428 | 2006 | CMA CGM | 1Q28 | 2Q28 | Confidential | (11) | ||||||||||||||||||
| GSL Rossi | 3,421 | 16,420 | 2012 | ZIM | 1Q26 | 3Q26 | 38,875 | (12) | ||||||||||||||||||
| GSL Alice | 3,421 | 16,543 | 2014 | CMA CGM | 2Q25 | 2Q25 | 20,500 | (13) | ||||||||||||||||||
| GSL Eleftheria | 3,404 | 16,642 | 2013 | Maersk | 3Q25 | 4Q25 | 37,975 | |||||||||||||||||||
| GSL Melina | 3,404 | 16,703 | 2013 | Maersk | 2Q23 | 2Q23 | 24,500 | |||||||||||||||||||
| GSL Valerie | 2,824 | 11,971 | 2005 | ZIM | 1Q25 | 3Q25 | 35,600 | (14) | ||||||||||||||||||
| Matson Molokai | 2,824 | 11,949 | 2007 | Matson | 2Q25 | 3Q25 | 36,500 | |||||||||||||||||||
| GSL Lalo | 2,824 | 11,950 | 2006 | MSC (15) | 1Q24 | 2Q24 | 17,500 | (15) | ||||||||||||||||||
| GSL Mercer | 2,824 | 11,970 | 2007 | ONE | 4Q24 | 2Q25 | 35,750 | |||||||||||||||||||
| Athena | 2,762 | 13,538 | 2003 | Hapag-Lloyd | 2Q24 | 2Q24 | 21,500 | |||||||||||||||||||
| GSL Elizabeth | 2,741 | 11,507 | 2006 | ONE | 2Q23 | 3Q23 | 18,750 | (16) | ||||||||||||||||||
| Beethoven tbr GSL Chloe | 2,546 | 12,212 | 2012 | ONE | 4Q24 | 1Q25 | 33,000 | |||||||||||||||||||
| GSL Maren | 2,546 | 12,243 | 2014 | Westwood (Swire) | 1Q24 | 2Q24 | 17,200 | (17) | ||||||||||||||||||
| Maira | 2,506 | 11,453 | 2000 | Hapag-Lloyd | 3Q23 | 4Q23 | 17,750 | (18) | ||||||||||||||||||
| Nikolas | 2,506 | 11,370 | 2000 | CMA CGM | 1Q24 | 1Q24 | 16,750 | (19) | ||||||||||||||||||
| Newyorker | 2,506 | 11,463 | 2001 | CMA CGM | 1Q24 | 3Q24 | 20,700 | |||||||||||||||||||
| Manet | 2,272 | 11,727 | 2001 | OOCL | 4Q24 | 2Q25 | 32,000 | |||||||||||||||||||
| Keta | 2,207 | 11,731 | 2003 | CMA CGM | 1Q25 | 1Q25 | 25,000 | |||||||||||||||||||
| Julie | 2,207 | 11,731 | 2002 | Footnote (20) | 2Q25 | 3Q25 | Footnote | (20) | ||||||||||||||||||
| Kumasi | 2,207 | 11,791 | 2002 | Wan Hai | 1Q25 | 2Q25 | 38,000 | |||||||||||||||||||
| Akiteta | 2,207 | 11,731 | 2002 | OOCL | 4Q24 | 1Q25 | 32,000 |
| (1) | Modern design, high reefer capacity, fuel-efficient vessel. |
| (2) | In many instances charterers have the option to extend a charter beyond the nominal latest expiry date by the amount of time that the vessel was off hire during the course of that charter. This additional charter time (“Offhire Extension”) is computed at the end of the initially contracted charter period. The Latest Charter Expiry Dates shown in this table have been adjusted to reflect offhire accrued up to the date of issuance of this release plus estimated offhire scheduled to occur during the remaining lifetimes of the respective charters. However, as actual offhire can only be calculated at the end of each charter, in some cases actual Offhire Extensions – if invoked by charterers – may exceed the Latest Charter Expiry Dates indicated. |
| (3) | Anthea Y was forward fixed to a leading liner operator for a period of 24 months +/- 30 days, with the new charter to commence upon expiry of the existing charter in 3Q or 4Q23. The new charter is expected to generate annualized Adjusted EBITDA of approximately $11.9 million. |
| (4) | MSC Qingdao & Agios Dimitrios are fitted with Exhaust Gas Cleaning Systems (“scrubbers”). |
| (5) | GSL Ningbo chartered to MSC at $22,500 per day to July 2023. Thereafter, the charter has been extended by 48 to 52 months, at a rate expected to generate annualized Adjusted EBITDA of approximately $16.5 million. |
| (6) | GSL Eleni (delivered 2Q 2019) is chartered for five years; GSL Kalliopi (delivered 4Q 2019) and GSL Grania (delivered 3Q 2019) are chartered for three years plus two successive periods of one year each, at the option of the charterer. For GSL Kalliopi and GSL Grania the first option periods were exercised in May 2022. During the option periods the charter rates for GSL Kalliopi and GSL Grania are $18,900 per day and $17,750 per day respectively. |
| (7) | Mary, Kristina, Katherine, Alexandra, Alexis, Olivia I were forward fixed to Hapag-Lloyd for five years, followed by two periods of 12 months each at the option of the charterer. The new charters are scheduled to commence as each of the existing charters expire, on a staggered basis, between approximately late 2023 and late 2024, following the expiration of existing charters. The charters are expected to generate average annualized Adjusted EBITDA of approximately $13.1 million per ship. |
Page 6
| (8) | GSL Maria, GSL Violetta, GSL Arcadia, GSL MYNY, GSL Melita, GSL Tegea and GSL Dorothea. Contract cover for each ship is for a firm period of at least three years from the date each vessel was delivered, with charterers holding a one-year extension option on each charter (at a rate of $12,900 per day), followed by a second option (at a rate of $12,700 per day) with the period determined by – and terminating prior to – each vessel’s 25th year drydocking & special survey. |
| (9) | GSL Tripoli, GSL Kithira, GSL Tinos, and GSL Syros. Ultra-high reefer ships of 5,470 TEU each. Contract cover on each ship is for a firm period of three years, from their delivery dates in 2021, at a rate of $36,500 per day, with a period of an additional three years (at $17,250 per day) at charterers’ option. |
| (10) | Orca I. Chartered at $21,000 per day through to the median expiry of the charter in 2Q2024; thereafter the charterer has the option to charter the vessel for a further 12-14 months at the same rate. |
| (11) | GSL Susan, CMA CGM Jamaica, CMA CGM Sambhar and CMA CGM America. In July 2022, these four vessels were each forward fixed for five years +/- 45 days at charter rates expected to generate average annualized Adjusted EBITDA of approximately $11.2 million per vessel. The new charter for GSL Susan commenced in 4Q 2022, while the charters for the remaining three vessels commenced in late 1Q 2023. |
| (12) | GSL Rossi. Chartered at an average rate of $38,875 per day-$42,750 for the first 18 months, $38,000 for the next 18 months and $35,000 for the remaining period. |
| (13) | GSL Alice. Chartered at $20,500 per day for a period of 24 months +/- 30 days at the option of charterer. The new charter commenced in May 2023. |
| (14) | GSL Valerie. Chartered at an average rate of $35,600 per day-$40,000 for the first 12 months, $36,000 for the next 12 months and $32,000 for the remaining period. |
| (15) | GSL Lalo. Chartered to MSC at $17,500 per day for a period of 14 to 16 months, upon expiry of the preceding charter in 1Q 2023. |
| (16) | GSL Elizabeth. Charter extended to ONE at $18,750 per day for a period of four to seven months, commenced in late 4Q 2022. |
| (17) | GSL Maren. Charter extended to Westwood (Swire) for a period of 11 to 14 months, commenced at the end of 1Q 2023 at a rate of $17,200 per day for the first 2 months and for the remaining period at a rate of $18,200. |
| (18) | Maira. Charter extended for four to 6.5 months, commencing at the end of 2Q 2023 at a rate of $17,750 per day. |
| (19) | Nikolas. Charter extended for ten to 12 months, commenced at the end of 1Q 2023 at a rate of $16,750 per day. |
| (20) | Julie was forward fixed to a leading liner company for a period of 24 months +/- 30 days at the option of the charterer. The new charter is scheduled to commence in 3Q 2023, after the vessel’s scheduled drydock. The new charter is expected to generate annualized Adjusted EBITDA of approximately $2.0 million. |
On May 8, 2023, we announced that we had contracted to purchase four ships for an aggregate purchase price of $123.3 million. Contract cover for each vessel is for a minimum firm period 24 months from the date each vessel is delivered, with charterers holding one year extension options. The vessels are expected to generate aggregate Adjusted EBITDA of approximately $76.6 million over the minimum firm period. The vessels and their expected delivery dates are shown in the table below.
| Vessel Name |
Capacity in TEUs | Lightweight (tons) | Year Built | Expected Delivery date | ||||||||||||
| tbr GSL Alexandra | 8,544 | 37,777 | 2004 | Late 2Q23/early 3Q23 | ||||||||||||
| tbr GSL Sofia | 8,544 | 37,777 | 2003 | Late 2Q23/early 3Q23 | ||||||||||||
| tbr GSL Effie | 8,544 | 37,777 | 2003 | Late2Q23/early 3Q23 | ||||||||||||
| tbr GSL Lydia | 8,544 | 37,777 | 2003 | Late 2Q23/early 3Q23 | ||||||||||||
Conference Call and Webcast
Global Ship Lease will hold a conference call to discuss the Company’s results for the three months ended March 31, 2023 today, Wednesday May 10, 2023 at 10:30 a.m. Eastern Time. There are two ways to access the conference call:
(1) Dial-in: (800) 715-9871 or (646) 307-1963; Passcode: 6275035
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.
Page 7
Annual Report on Form 20-F
The Company’s Annual Report for 2022 was filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 23, 2023. 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 Global Ship Lease Services Limited, 25 Wilton Road, London SW1V ILW.
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 at May 9, 2023, Global Ship Lease owned 64 containerships and had contracted to purchase a further four ships, ranging from 2,207 to 11,040 TEU, with an aggregate capacity (when fully delivered) of 375,406 TEU. 36 ships are wide-beam Post-Panamax.
Adjusted to include all charters agreed up to May 9, 2023, and the four ships to be acquired, the average remaining term of the Company’s charters as at March 31, 2023, to the mid-point of redelivery, including options under the Company’s control and other than if a redelivery notice has been received, was 2.5 years on a TEU-weighted basis. Contracted revenue on the same basis was $2.11 billion. Contracted revenue was $2.54 billion, including options under charterers’ control and with latest redelivery date, representing a weighted average remaining term of 3.3 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 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.
A. Adjusted EBITDA
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 stock-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.
Page 8
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 because such U.S. GAAP financial measure on a forward-looking basis is not available to us without unreasonable effort.
ADJUSTED EBITDA - UNAUDITED
| (thousands of U.S. dollars) | ||||||||||
| Three months ended | Three months ended | |||||||||
| March 31, 2023 | March 31, 2022 | |||||||||
| Net income available to Common Shareholders | 72,220 | 67,806 | ||||||||
| Adjust: |
Depreciation and amortization | 21,184 | 19,852 | |||||||
| Amortization of intangible liabilities | (3,364 | ) | (12,855 | ) | ||||||
| Fair value adjustment on derivative asset | 2,785 | (4,564 | ) | |||||||
| Interest income | (1,812 | ) | (250 | ) | ||||||
| Interest expense | 11,103 | 18,735 | ||||||||
| Stock-based compensation | 2,674 | 3,430 | ||||||||
| Earnings allocated to preferred shares | 2,384 | 2,384 | ||||||||
| Effect from straight lining time charter modifications | (2,268 | ) | (4,158 | ) | ||||||
|
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|
|
|
|||||||
| Adjusted EBITDA | 104,906 | 90,380 | ||||||||
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|
|
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B. Normalized net income
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) | ||||||||||
| Three months ended | Three months ended | |||||||||
| March 31, 2023 | March 31, 2022 | |||||||||
| Net income available to Common Shareholders |
72,220 | 67,806 | ||||||||
| Adjust: |
Fair value adjustment on derivative asset | 2,785 | (4,564 | ) | ||||||
| Accelerated write off of deferred financing charges related to partial repayment of HCOB-CACIB Credit Facility | 108 | — | ||||||||
| Prepayment fee on repayment of Blue Ocean Credit Facility | — | 3,968 | ||||||||
| Accelerated write off of deferred financing charges related to full repayment of Blue Ocean Credit Facility | — | 83 | ||||||||
| Forfeit of certain stock-based compensation awards | 451 | — | ||||||||
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| Normalized net income |
75,564 | 67,293 | ||||||||
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Page 9
C. Normalized Earnings per Share
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
| Three months ended | Three months ended | |||||||
| March 31, 2023 | March 31, 2022 | |||||||
| EPS as reported (USD) | 2.02 | 1.86 | ||||||
| Normalized net income adjustments-Class A common shares (in thousands USD) | 3,344 | (513 | ) | |||||
| Weighted average number of Class A Common shares | 35,696,225 | 36,401,764 | ||||||
| Adjustment on EPS (USD) | 0.10 | (0.01 | ) | |||||
| Normalized EPS (USD) | 2.12 | 1.85 | ||||||
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:
| • | future operating or financial results; |
| • | expectations regarding the strength of future growth of the container shipping industry, including the rates of annual demand and supply growth; |
| • | geo-political events such as the conflict in Ukraine; |
| • | the length and severity of the ongoing outbreak of the novel coronavirus (COVID-19) around the world and governmental responses thereto; |
Page 10
| • | the financial condition of our charterers and their ability to pay charterhire in accordance with the charters; |
| • | the overall health and condition of the U.S. and global financial markets; |
| • | our financial condition and liquidity, including our ability to obtain additional financing to fund capital expenditures, vessel acquisitions and for other general corporate purposes and our ability to meet our financial covenants and repay our borrowings; |
| • | our expectations relating to dividend payments and expectations of our ability to make such payments including the availability of cash and the impact of constraints under our credit facilities; |
| • | future acquisitions, business strategy and expected capital spending; |
| • | operating expenses, availability of key employees, crew, number of off-hire days, drydocking and survey requirements, costs of regulatory compliance, insurance costs and general and administrative costs; |
| • | general market conditions and shipping industry trends, including charter rates and factors affecting supply and demand; |
| • | the ability and willingness of our charterers to fulfil their obligations under their agreements with us and our expectations regarding their charterhire payments to us thereunder; |
| • | assumptions regarding interest rates and inflation; |
| • | changes in the rate of growth of global and various regional economies; |
| • | risks incidental to ship operation, including piracy, discharge of pollutants and ship accidents and damage including total or constructive total loss; |
| • | estimated future capital expenditures needed to preserve our capital base; |
| • | our expectations about the availability of vessels to purchase, the time that it may take to construct new vessels, or the useful lives of our vessels; |
| • | our continued ability to enter into or renew charters including the re-chartering of vessels on the expiry of existing charters, or to secure profitable employment for our vessels in the spot market; |
| • | our ability to realize expected benefits from our acquisition of secondhand vessels; |
| • | our ability to capitalize on our management’s and directors’ relationships and reputations in the containership industry to its advantage; |
| • | changes in governmental and classification societies’ rules and regulations or actions taken by regulatory authorities; |
| • | expectations about the availability of insurance on commercially reasonable terms; |
| • | changes in laws and regulations (including environmental rules and regulations); and |
| • | potential liability from future litigation. |
Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Global Ship Lease’s actual results could differ materially from those anticipated in forward-looking statements for many reasons specifically as described in Global Ship Lease’s filings with the Commission. 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 Commission after the date of this communication.
Page 11
Global Ship Lease, Inc.
Interim Unaudited Condensed Consolidated Balance Sheets
(Expressed in thousands of U.S. dollars except share data)
| March 31, 2023 | December 31, 2022 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | 125,157 | $ | 120,130 | ||||
| Time deposits | 9,600 | 8,550 | ||||||
| Restricted cash | 23,784 | 28,363 | ||||||
| Accounts receivable, net | 3,566 | 3,684 | ||||||
| Inventories | 11,544 | 12,237 | ||||||
| Prepaid expenses and other current assets | 39,326 | 33,765 | ||||||
| Derivative asset | 27,420 | 29,645 | ||||||
| Due from related parties | 1,050 | 673 | ||||||
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| Total current assets | $ | 241,447 | $ | 237,047 | ||||
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| NON - CURRENT ASSETS | ||||||||
| Vessels in operation | $ | 1,602,141 | $ | 1,623,307 | ||||
| Advances for vessels’ acquisitions and other additions | 7,126 | 4,881 | ||||||
| Deferred charges, net | 59,328 | 54,663 | ||||||
| Other non - current assets | 31,934 | 31,022 | ||||||
| Derivative asset, net of current portion | 25,264 | 33,858 | ||||||
| Restricted cash, net of current portion | 129,418 | 121,437 | ||||||
|
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|
|||||
| Total non - current assets | 1,855,211 | 1,869,168 | ||||||
|
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|||||
| TOTAL ASSETS | $ | 2,096,658 | $ | 2,106,215 | ||||
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| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | 22,248 | $ | 22,755 | ||||
| Accrued liabilities | 29,490 | 36,038 | ||||||
| Current portion of long-term debt | 185,374 | 189,832 | ||||||
| Current portion of deferred revenue | 13,126 | 12,569 | ||||||
| Due to related parties | 804 | 572 | ||||||
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| Total current liabilities | $ | 251,042 | $ | 261,766 | ||||
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| LONG-TERM LIABILITIES | ||||||||
| Long - term debt, net of current portion and deferred financing costs | $ | 697,434 | $ | 744,557 | ||||
| Intangible liabilities-charter agreements | 10,378 | 14,218 | ||||||
| Deferred revenue, net of current portion | 126,838 | 119,183 | ||||||
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|
|
|||||
| Total non - current liabilities | 834,650 | 877,958 | ||||||
|
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|
|||||
| Total liabilities | $ | 1,085,692 | $ | 1,139,724 | ||||
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| Commitments and Contingencies | — | — | ||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Class A common shares - authorized 214,000,000 shares with a $0.01 par value 35,491,054 shares issued and outstanding (2022 – 35,990,288 shares) | $ | 354 | $ | 359 | ||||
| Series B Preferred Shares - authorized 104,000 shares with a $0.01 par value 43,592 shares issued and outstanding (2022 – 43,592 shares) | — | — | ||||||
| Additional paid in capital | 681,055 | 688,262 | ||||||
| Retained earnings | 305,259 | 246,390 | ||||||
| Accumulated other comprehensive income | 24,298 | 31,480 | ||||||
|
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| Total shareholders’ equity | 1,010,966 | 966,491 | ||||||
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|
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| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 2,096,658 | $ | 2,106,215 | ||||
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Page 12
Global Ship Lease, Inc.
Interim Unaudited Condensed Consolidated Statements of Income
(Expressed in thousands of U.S. dollars)
| Three months ended March 31, | ||||||||
| 2023 | 2022 | |||||||
| OPERATING REVENUES | ||||||||
| Time charter revenue (includes related party revenues of $nil and $39,663 for each of the three-month periods ended March 31, 2023 and 2022, respectively) | $ | 155,927 | $ | 140,776 | ||||
| Amortization of intangible liabilities-charter agreements (include related party amortization of intangible liabilities-charter agreements of $nil and $3,291 for the three-month periods ended March 31, 2023 and 2022, respectively) | 3,364 | 12,855 | ||||||
|
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|
|||||
| Total Operating Revenues | 159,291 | 153,631 | ||||||
|
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| OPERATING EXPENSES: | ||||||||
| Vessel operating expenses (include related party vessel operating expenses of $4,345 and $4,379 for each of the three-month periods ended March 31, 2023 and 2022, respectively) | 42,762 | 39,444 | ||||||
| Time charter and voyage expenses (include related party time charter and voyage expenses of $1,720 and $1,477 for the three-month periods ended March 31, 2023 and 2022, respectively) | 5,458 | 4,357 | ||||||
| Depreciation and amortization | 21,184 | 19,852 | ||||||
| General and administrative expenses | 4,789 | 6,238 | ||||||
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|
|||||
| Operating Income | 85,098 | 83,740 | ||||||
|
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| NON-OPERATING INCOME/(EXPENSES) | ||||||||
| Interest income | 1,812 | 250 | ||||||
| Interest and other finance expenses | (11,103 | ) | (18,735 | ) | ||||
| Other income, net | 1,582 | 371 | ||||||
| Fair value adjustment on derivative asset | (2,785 | ) | 4,564 | |||||
|
|
|
|
|
|||||
| Total non-operating expenses | (10,494 | ) | (13,550 | ) | ||||
|
|
|
|
|
|||||
| Income before income taxes | 74,604 | 70,190 | ||||||
|
|
|
|
|
|||||
| Income taxes | — | — | ||||||
|
|
|
|
|
|||||
| Net Income | 74,604 | 70,190 | ||||||
|
|
|
|
|
|||||
| Earnings allocated to Series B Preferred Shares | (2,384 | ) | (2,384 | ) | ||||
|
|
|
|
|
|||||
| Net Income available to Common Shareholders | $ | 72,220 | $ | 67,806 | ||||
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Page 13
Global Ship Lease, Inc.
Interim Unaudited Condensed Consolidated Statements of Cash Flows
(Expressed in thousands of U.S. dollars)
| Three months ended March 31, | ||||||||
| 2023 | 2022 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | 74,604 | $ | 70,190 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | $ | 21,184 | $ | 19,852 | ||||
| Amounts reclassified from other comprehensive income | (39 | ) | — | |||||
| Amortization of derivative asset’s premium | 891 | 1 | ||||||
| Amortization of deferred financing costs | 1,475 | 1,579 | ||||||
| Amortization of original issue premium on repurchase of notes | — | (120 | ) | |||||
| Amortization of intangible liabilities-charter agreements | (3,364 | ) | (12,855 | ) | ||||
| Fair value adjustment on derivative asset | 2,785 | (4,564 | ) | |||||
| Prepayment fees on debt repayment | — | 3,968 | ||||||
| Stock-based compensation expense | 2,674 | 3,430 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in accounts receivable and other assets | $ | (6,355 | ) | $ | (1,835 | ) | ||
| Decrease in inventories | 693 | 425 | ||||||
| Increase in derivative asset | — | (15,370 | ) | |||||
| Decrease in accounts payable and other liabilities | (9,578 | ) | (5,854 | ) | ||||
| Increase in related parties’ balances, net | (145 | ) | (1,128 | ) | ||||
| Increase/(decrease) in deferred revenue | 8,212 | (1,502 | ) | |||||
| Unrealized foreign exchange loss | — | 3 | ||||||
|
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|
|
|||||
| Net cash provided by operating activities | $ | 93,037 | $ | 56,220 | ||||
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|
|||||
| Cash flows from investing activities: | ||||||||
| Cash paid for vessel expenditures | (1,182 | ) | (1,987 | ) | ||||
| Advances for vessel acquisitions and other additions | (3,232 | ) | (1,122 | ) | ||||
| Cash paid for drydockings | (6,305 | ) | (9,315 | ) | ||||
| Net proceeds from sale of vessel | 5,940 | — | ||||||
| Time deposits acquired | (1,050 | ) | — | |||||
|
|
|
|
|
|||||
| Net cash used in investing activities | $ | (5,829 | ) | $ | (12,424 | ) | ||
|
|
|
|
|
|||||
| Cash flows from financing activities: | ||||||||
| Proceeds from drawdown of credit facilities and sale and leaseback | — | 60,000 | ||||||
| Repayment of credit facilities and sale and leaseback | (53,056 | ) | (40,911 | ) | ||||
| Repayment of refinanced debt, including prepayment fees | — | (30,173 | ) | |||||
| Deferred financing costs paid | — | (2,246 | ) | |||||
| Cancellation of Class A common shares | (9,988 | ) | — | |||||
| Class A common shares-dividend paid | (13,351 | ) | (9,257 | ) | ||||
| Series B preferred shares-dividend paid | (2,384 | ) | (2,384 | ) | ||||
|
|
|
|
|
|||||
| Net cash used in financing activities | $ | (78,779 | ) | $ | (24,971 | ) | ||
|
|
|
|
|
|||||
| Net increase in cash and cash equivalents and restricted cash | 8,429 | 18,825 | ||||||
| Cash and cash equivalents and restricted cash at beginning of the period | 269,930 | 195,642 | ||||||
|
|
|
|
|
|||||
| Cash and cash equivalents and restricted cash at end of the period | $ | 278,359 | $ | 214,467 | ||||
|
|
|
|
|
|||||
| Supplementary Cash Flow Information: | ||||||||
| Cash paid for interest | $ | 16,454 | $ | 12,589 | ||||
| Cash received from interest rate caps | 7,077 | — | ||||||
| Non-cash investing activities: | ||||||||
| Unpaid capitalized expenses | 9,543 | 8,201 | ||||||
| Unpaid drydocking expenses | 13,869 | 5,903 | ||||||
| Unpaid advances for vessels’ acquisitions and other additions | — | 890 | ||||||
| Non-cash financing activities: | ||||||||
| Unrealized (loss)/gain on derivative assets | (8,034 | ) | 17,282 | |||||
Page 14
Exhibit 99.2
GLOBAL SHIP LEASE, INC.
INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
PERIOD ENDED MARCH 31, 2023
GLOBAL SHIP LEASE, INC.
| Index |
Page | |||
| INTERIM UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AS AT MARCH 31, 2023 AND DECEMBER 31, 2022 | F-1 | |||
| INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022 | F-2 | |||
| INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022 | F-3 | |||
| INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022 | F-4 | |||
| INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022 | F-5 | |||
| NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | F-6 | |||
Global Ship Lease, Inc.
Interim Unaudited Condensed Consolidated Balance Sheets
(Expressed in thousands of U.S. dollars except share data)
| As of | ||||||||||
| Note | March 31, 2023 |
December 31, 2022 |
||||||||
| ASSETS | ||||||||||
| CURRENT ASSETS | ||||||||||
| Cash and cash equivalents | $ | 125,157 | $ | 120,130 | ||||||
| Time deposits | 9,600 | 8,550 | ||||||||
| Restricted cash | 23,784 | 28,363 | ||||||||
| Accounts receivable, net | 3,566 | 3,684 | ||||||||
| Inventories | 11,544 | 12,237 | ||||||||
| Prepaid expenses and other current assets | 39,326 | 33,765 | ||||||||
| Derivative asset | 5 | 27,420 | 29,645 | |||||||
| Due from related parties | 7 | 1,050 | 673 | |||||||
|
|
|
|
|
|||||||
| Total current assets | $ | 241,447 | $ | 237,047 | ||||||
|
|
|
|
|
|||||||
| NON - CURRENT ASSETS | ||||||||||
| Vessels in operation | 3 | $ | 1,602,141 | $ | 1,623,307 | |||||
| Advances for vessels acquisitions and other additions | 3 | 7,126 | 4,881 | |||||||
| Deferred charges, net | 59,328 | 54,663 | ||||||||
| Other non-current assets | 2g | 31,934 | 31,022 | |||||||
| Derivative asset, net of current portion | 5 | 25,264 | 33,858 | |||||||
| Restricted cash, net of current portion | 129,418 | 121,437 | ||||||||
|
|
|
|
|
|||||||
| Total non - current assets | 1,855,211 | 1,869,168 | ||||||||
|
|
|
|
|
|||||||
| TOTAL ASSETS | $ | 2,096,658 | $ | 2,106,215 | ||||||
|
|
|
|
|
|||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||
| CURRENT LIABILITIES | ||||||||||
| Accounts payable | $ | 22,248 | $ | 22,755 | ||||||
| Accrued liabilities | 29,490 | 36,038 | ||||||||
| Current portion of long - term debt | 6 | 185,374 | 189,832 | |||||||
| Current portion of deferred revenue | 13,126 | 12,569 | ||||||||
| Due to related parties | 7 | 804 | 572 | |||||||
|
|
|
|
|
|||||||
| Total current liabilities | $ | 251,042 | $ | 261,766 | ||||||
|
|
|
|
|
|||||||
| LONG - TERM LIABILITIES | ||||||||||
| Long - term debt, net of current portion and deferred financing costs | 6 | $ | 697,434 | $ | 744,557 | |||||
| Intangible liabilities - charter agreements | 4 | 10,378 | 14,218 | |||||||
| Deferred revenue, net of current portion | 126,838 | 119,183 | ||||||||
|
|
|
|
|
|||||||
| Total non - current liabilities | 834,650 | 877,958 | ||||||||
|
|
|
|
|
|||||||
| Total liabilities | $ | 1,085,692 | $ | 1,139,724 | ||||||
|
|
|
|
|
|||||||
| Commitments and Contingencies | 8 | — | — | |||||||
| SHAREHOLDERS’ EQUITY | ||||||||||
| Class A common shares - authorized 214,000,000 shares with a $0.01 par value 35,491,054 shares issued and outstanding (2022 - 35,990,288 shares) | 9 | $ | 354 | $ | 359 | |||||
| Series B Preferred Shares - authorized 104,000 shares with a $0.01 par value 43,592 shares issued and outstanding (2022 - 43,592 shares) | 9 | — | — | |||||||
| Additional paid in capital | 681,055 | 688,262 | ||||||||
| Retained Earnings | 305,259 | 246,390 | ||||||||
| Accumulated other comprehensive income | 24,298 | 31,480 | ||||||||
|
|
|
|
|
|||||||
| Total shareholders’ equity | 1,010,966 | 966,491 | ||||||||
|
|
|
|
|
|||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 2,096,658 | $ | 2,106,215 | ||||||
|
|
|
|
|
|||||||
See accompanying notes to interim unaudited condensed consolidated financial statements
F-1
Global Ship Lease, Inc.
Interim Unaudited Condensed Consolidated Statements of Income
(Expressed in thousands of U.S. dollars except share and per share data)
| Three months ended March 31, |
||||||||||
| Note | 2023 | 2022 | ||||||||
| OPERATING REVENUES | ||||||||||
| Time charter revenues (include related party revenues of $nil and $39,663 for each of the periods ended March 31, 2023 and 2022, respectively) | $ | 155,927 | $ | 140,776 | ||||||
| Amortization of intangible liabilities-charter agreements (includes related party amortization of intangible liabilities-charter agreements of $nil and $3,291 for each of the periods ended March 31, 2023 and 2022, respectively) | 4 | 3,364 | 12,855 | |||||||
|
|
|
|
|
|||||||
| Total Operating Revenues | 159,291 | 153,631 | ||||||||
|
|
|
|
|
|||||||
| OPERATING EXPENSES | ||||||||||
| Vessel operating expenses (include related party vessel operating expenses of $4,345 and $4,379 for each of the periods ended March 31, 2023 and 2022, respectively) | 7 | 42,762 | 39,444 | |||||||
| Time charter and voyage expenses (include related party time charter and voyage expenses of $1,720 and $1,477 for each of the periods ended March 31, 2023 and 2022, respectively) | 7 | 5,458 | 4,357 | |||||||
| Depreciation and amortization | 3 | 21,184 | 19,852 | |||||||
| General and administrative expenses | 4,789 | 6,238 | ||||||||
|
|
|
|
|
|||||||
| Operating Income | 85,098 | 83,740 | ||||||||
|
|
|
|
|
|||||||
| NON-OPERATING INCOME/(EXPENSES) | ||||||||||
| Interest income | 1,812 | 250 | ||||||||
| Interest and other finance expenses (include $108 and $4,051 expenses relating to prepayment fees and acceleration of deferred financing costs, for each of the periods ended March 31, 2023 and 2022, respectively) | (11,103 | ) | (18,735 | ) | ||||||
| Other income, net | 1,582 | 371 | ||||||||
| Fair value adjustment on derivative asset | 5 | (2,785 | ) | 4,564 | ||||||
|
|
|
|
|
|||||||
| Total non-operating expenses | (10,494 | ) | (13,550 | ) | ||||||
|
|
|
|
|
|||||||
| Income before income taxes | 74,604 | 70,190 | ||||||||
|
|
|
|
|
|||||||
| Income taxes | — | — | ||||||||
|
|
|
|
|
|||||||
| Net Income | 74,604 | 70,190 | ||||||||
|
|
|
|
|
|||||||
| Earnings allocated to Series B Preferred Shares | 9 | (2,384 | ) | (2,384 | ) | |||||
|
|
|
|
|
|||||||
| Net Income available to Common Shareholders | $ | 72,220 | $ | 67,806 | ||||||
|
|
|
|
|
|||||||
| Earnings per Share | ||||||||||
| Weighted average number of Class A common shares outstanding | ||||||||||
| Basic | 11 | 35,696,225 | 36,401,764 | |||||||
| Diluted | 11 | 36,444,047 | 36,434,764 | |||||||
| Net Earnings per Class A common share | ||||||||||
| Basic | 11 | $ | 2.02 | $ | 1.86 | |||||
| Diluted | 11 | $ | 1.98 | $ | 1.86 | |||||
See accompanying notes to interim unaudited condensed consolidated financial statements
F-2
Global Ship Lease, Inc.
Interim Unaudited Condensed Consolidated Statements of Comprehensive Income
(Expressed in thousands of U.S. dollars)
| Three months March 31, |
||||||||||
| Note | 2023 | 2022 | ||||||||
| Net Income available to Common Shareholders | $ | 72,220 | $ | 67,806 | ||||||
|
|
|
|
|
|||||||
| Other comprehensive income: | ||||||||||
| Cash Flow Hedge: | ||||||||||
| Unrealized (loss)/gain on derivative assets | 5 | (8,034 | ) | 17,282 | ||||||
| Amortization of interest rate cap premium | 891 | — | ||||||||
| Amounts reclassified to earnings | (39 | ) | 1 | |||||||
|
|
|
|
|
|||||||
| Total Other Comprehensive (Loss)/Income | (7,182 | ) | 17,283 | |||||||
|
|
|
|
|
|||||||
| Total Comprehensive Income | $ | 65,038 | $ | 85,089 | ||||||
|
|
|
|
|
|||||||
See accompanying notes to interim unaudited condensed consolidated financial statements
F-3
Global Ship Lease, Inc.
Interim Unaudited Condensed Consolidated Statements of Cash Flows
(Expressed in thousands of U.S. dollars)
| Three months March 31, |
||||||||||
| Note | 2023 | 2022 | ||||||||
| Cash flows from operating activities: | ||||||||||
| Net Income | $ | 74,604 | $ | 70,190 | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||
| Depreciation and amortization | 3 | 21,184 | 19,852 | |||||||
| Amounts reclassified from other comprehensive income | (39 | ) | — | |||||||
| Amortization of derivative asset’s premium | 891 | 1 | ||||||||
| Amortization of deferred financing costs | 6 | 1,475 | 1,579 | |||||||
| Amortization of original issue premium on repurchase of notes | — | (120 | ) | |||||||
| Amortization of intangible liabilities—charter agreements | 4 | (3,364 | ) | (12,855 | ) | |||||
| Fair value adjustment on derivative asset | 5 | 2,785 | (4,564 | ) | ||||||
| Prepayment fees on debt repayment | 6 | — | 3,968 | |||||||
| Stock-based compensation expense | 10 | 2,674 | 3,430 | |||||||
| Changes in operating assets and liabilities: | ||||||||||
| Increase in accounts receivable and other assets | (6,355 | ) | (1,835 | ) | ||||||
| Decrease in inventories | 693 | 425 | ||||||||
| Increase in derivative asset | 5 | — | (15,370 | ) | ||||||
| Decrease in accounts payable and other liabilities | (9,578 | ) | (5,854 | ) | ||||||
| Increase in related parties’ balances, net | 7 | (145 | ) | (1,128 | ) | |||||
| Increase/(decrease) in deferred revenue | 8,212 | (1,502 | ) | |||||||
| Unrealized foreign exchange loss | — | 3 | ||||||||
|
|
|
|
|
|||||||
| Net cash provided by operating activities | $ | 93,037 | $ | 56,220 | ||||||
|
|
|
|
|
|||||||
| Cash flows from investing activities: | ||||||||||
| Cash paid for vessel expenditures | (1,182 | ) | (1,987 | ) | ||||||
| Advances for vessels acquisitions and other additions | (3,232 | ) | (1,122 | ) | ||||||
| Cash paid for drydockings | (6,305 | ) | (9,315 | ) | ||||||
| Net proceeds from sale of vessel | 3 | 5,940 | — | |||||||
| Time deposits acquired | (1,050 | ) | — | |||||||
|
|
|
|
|
|||||||
| Net cash used in investing activities | $ | (5,829 | ) | $ | (12,424 | ) | ||||
|
|
|
|
|
|||||||
| Cash flows from financing activities: | ||||||||||
| Proceeds from drawdown of credit facilities and sale and leaseback | 6 | — | 60,000 | |||||||
| Repayment of credit facilities and sale and leaseback | 6 | (53,056 | ) | (40,911 | ) | |||||
| Repayment of refinanced debt, including prepayment fees | 6 | — | (30,173 | ) | ||||||
| Deferred financing costs paid | 6 | — | (2,246 | ) | ||||||
| Cancellation of Class A common shares | 9 | (9,988 | ) | — | ||||||
| Class A common shares—dividend paid | 9 | (13,351 | ) | (9,257 | ) | |||||
| Series B Preferred Shares—dividend paid | 9 | (2,384 | ) | (2,384 | ) | |||||
|
|
|
|
|
|||||||
| Net cash used in financing activities | $ | (78,779 | ) | $ | (24,971 | ) | ||||
|
|
|
|
|
|||||||
| Net increase in cash and cash equivalents and restricted cash | 8,429 | 18,825 | ||||||||
| Cash and cash equivalents and restricted cash at beginning of the period | 269,930 | 195,642 | ||||||||
|
|
|
|
|
|||||||
| Cash and cash equivalents and restricted cash at end of the period | $ | 278,359 | $ | 214,467 | ||||||
|
|
|
|
|
|||||||
| Supplementary Cash Flow Information: | ||||||||||
| Cash paid for interest | $ | 16,454 | $ | 12,589 | ||||||
| Cash received from interest rate caps | 7,077 | — | ||||||||
| Non-cash investing activities: | ||||||||||
| Unpaid capitalized expenses | 9,543 | 8,201 | ||||||||
| Unpaid drydocking expenses | 13,869 | 5,903 | ||||||||
| Unpaid advances for vessels’ acquisitions and other additions | — | 890 | ||||||||
| Non-cash financing activities: | ||||||||||
| Unrealized (loss)/gain on derivative assets | (8,034 | ) | 17,282 | |||||||
See accompanying notes to interim unaudited condensed consolidated financial statements
F-4
Global Ship Lease, Inc.
Interim Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity
(Expressed in thousands of U.S. dollars except share data)
| Number of Common Shares at par value $0.01 |
Number of Series B Preferred Shares at par value $0.01 |
Common Shares |
Series B Preferred Shares |
Series C Preferred Shares |
Additional paid-in capital |
Retained Earnings |
Accumulated Other Comprehensive Income |
Total Shareholders’ Equity |
||||||||||||||||||||||||||||
| Balance at December 31, 2021 | 36,464,109 | 43,592 | $ | 365 | $ | — | $ | — | $ | 698,463 | $ | 13,498 | $ | 227 | $ | 712,553 | ||||||||||||||||||||
| Stock-based compensation expense (Note 10) | 447,283 | — | 4 | — | — | 3,426 | — | — | 3,430 | |||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | 17,283 | 17,283 | |||||||||||||||||||||||||||
| Net Income for the period | — | — | — | — | — | — | 70,190 | — | 70,190 | |||||||||||||||||||||||||||
| Series B Preferred Shares dividend (Note 9) | — | — | — | — | — | — | (2,384 | ) | — | (2,384 | ) | |||||||||||||||||||||||||
| Class A common shares dividend (Note 9) | — | — | — | — | — | — | (9,257 | ) | — | (9,257 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Balance at March 31, 2022 | 36,911,392 | 43,592 | $ | 369 | $ | — | $ | — | $ | 701,889 | $ | 72,047 | $ | 17,510 | $ | 791,815 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Balance at December 31, 2022 | 35,990,288 | 43,592 | $ | 359 | $ | — | $ | — | $ | 688,262 | $ | 246,390 | $ | 31,480 | $ | 966,491 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Stock-based compensation expense (Note 10) | 82,944 | — | 1 | — | — | 2,673 | — | — | 2,674 | |||||||||||||||||||||||||||
| Cancellation of Class A common shares (Note 9) | (582,178 | ) | — | (6 | ) | — | — | (9,982 | ) | — | — | (9,988 | ) | |||||||||||||||||||||||
| Issuance of Series B Preferred shares, net of offering costs (Note 9) | — | — | — | — | — | 102 | — | — | 102 | |||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | (7,182 | ) | (7,182 | ) | ||||||||||||||||||||||||||
| Net Income for the period | — | — | — | — | — | — | 74,604 | — | 74,604 | |||||||||||||||||||||||||||
| Series B Preferred Shares dividend (Note 9) | — | — | — | — | — | — | (2,384 | ) | — | (2,384 | ) | |||||||||||||||||||||||||
| Class A common shares dividend (Note 9) | — | — | — | — | — | — | (13,351 | ) | — | (13,351 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Balance at March 31, 2023 | 35,491,054 | 43,592 | $ | 354 | $ | — | $ | — | $ | 681,055 | $ | 305,259 | $ | 24,298 | $ | 1,010,966 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
See accompanying notes to interim unaudited condensed consolidated financial statements
F-5
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements
(Expressed in thousands of U.S. dollars except share data)
| 1. | Description of Business |
The Company’s business is to own and charter out containerships to leading liner companies.
On August 14, 2008, Global Ship Lease, Inc. (the “Company”) merged indirectly with Marathon Acquisition Corp., a company then listed on The American Stock Exchange, and with the pre-existing Global Ship Lease, Inc. GSL Holdings, Inc. was the surviving entity (the “Marathon Merger”), changed its name to Global Ship Lease, Inc. and became listed on The New York Stock Exchange (the “NYSE”).
On November 15, 2018, the Company completed a transformative transaction and acquired Poseidon Containers’ 20 containerships, one of which, the Argos, was contracted to be sold, which sale was completed in December 2018, (the “Poseidon Transaction”).
In 2021, the Company purchased 23 vessels. Seven containerships of approximately 6,000 TEU each (the “Seven Vessels”), were purchased for an aggregate purchase price of $116,000. Four vessels were delivered in April 2021, two in May 2021 and the seventh vessel in July 2021. Twelve containerships were purchased from Borealis Finance LLC (the “Twelve Vessels”) for an aggregate purchase price of $233,890. The Twelve Vessels were delivered in July 2021. Four 5,470 TEU Panamax containerships (the “Four Vessels”) for an aggregate purchase price of $148,000. Three vessels were delivered in September 2021 and the fourth vessel in October 2021. Also on June 30, 2021, vessel La Tour was sold.
With these transactions and following the sale of GSL Amstel on March 23, 2023, the Company’s fleet comprises 64 containerships with average age weighted by TEU capacity of 16.1 years.
The following table provides information about the 64 vessels owned as at March 31, 2023.
| Company Name (1) |
Country of Incorporation |
Vessel Name |
Capacity in TEUs (2) |
Year Built |
Earliest Charter Expiry Date | |||||
| Global Ship Lease 54 LLC | Liberia | CMA CGM Thalassa | 11,040 | 2008 | 4Q25 | |||||
| Laertis Marine LLC | Marshall Islands | Zim Norfolk | 9,115 | 2015 | 2Q27 | |||||
| Penelope Marine LLC | Marshall Islands | Zim Xiamen | 9,115 | 2015 | 3Q27 | |||||
| Telemachus Marine LLC (3) | Marshall Islands | Anthea Y | 9,115 | 2015 | 3Q23 | |||||
| Global Ship Lease 53 LLC | Liberia | MSC Tianjin | 8,603 | 2005 | 2Q24 | |||||
| Global Ship Lease 52 LLC | Liberia | MSC Qingdao | 8,603 | 2004 | 2Q24 | |||||
| Global Ship Lease 43 LLC | Liberia | GSL Ningbo | 8,603 | 2004 | 3Q27(4) | |||||
| Global Ship Lease 30 Limited | Marshall Islands | GSL Eleni | 7,847 | 2004 | 3Q24(5) | |||||
| Global Ship Lease 31 Limited | Marshall Islands | GSL Kalliopi | 7,847 | 2004 | 3Q23(5) | |||||
| Global Ship Lease 32 Limited | Marshall Islands | GSL Grania | 7,847 | 2004 | 3Q23(5) | |||||
| Alexander Marine LLC | Marshall Islands | Mary | 6,927 | 2013 | 4Q28(6) | |||||
| Hector Marine LLC | Marshall Islands | Kristina | 6,927 | 2013 | 3Q29(6) | |||||
| Ikaros Marine LLC | Marshall Islands | Katherine | 6,927 | 2013 | 1Q29(6) | |||||
| Philippos Marine LLC | Marshall Islands | Alexandra | 6,927 | 2013 | 2Q29(6) | |||||
| Aristoteles Marine LLC | Marshall Islands | Alexis | 6,882 | 2015 | 2Q29(6) | |||||
| Menelaos Marine LLC | Marshall Islands | Olivia I | 6,882 | 2015 | 2Q29(6) | |||||
| Global Ship Lease 35 LLC | Liberia | GSL Nicoletta | 6,840 | 2002 | 3Q24 | |||||
| Global Ship Lease 36 LLC | Liberia | GSL Christen | 6,840 | 2002 | 3Q23 | |||||
| Global Ship Lease 48 LLC | Liberia | CMA CGM Berlioz | 6,621 | 2001 | 4Q25 | |||||
| Leonidas Marine LLC | Marshall Islands | Agios Dimitrios | 6,572 | 2011 | 4Q23 | |||||
| Global Ship Lease 33 LLC | Liberia | GSL Vinia | 6,080 | 2004 | 3Q24 | |||||
| Global Ship Lease 34 LLC | Liberia | GSL Christel Elisabeth | 6,080 | 2004 | 2Q24 |
F-6
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 1. | Description of Business (continued) |
| Company Name (1) |
Country of Incorporation |
Vessel Name |
Capacity in TEUs (2) |
Year Built |
Earliest Charter Expiry Date | |||||
| GSL Arcadia LLC | Liberia | GSL Arcadia | 6,008 | 2000 | 2Q24(7) | |||||
| GSL Melita LLC | Liberia | GSL Melita | 6,008 | 2001 | 3Q24(7) | |||||
| GSL Maria LLC | Liberia | GSL Maria | 6,008 | 2001 | 4Q24(7) | |||||
| GSL Violetta LLC (3) | Liberia | GSL Violetta | 6,008 | 2000 | 4Q24(7) | |||||
| GSL Tegea LLC | Liberia | GSL Tegea | 5,992 | 2001 | 3Q24(7) | |||||
| GSL Dorothea LLC | Liberia | GSL Dorothea | 5,992 | 2001 | 3Q24(7) | |||||
| GSL MYNY LLC | Liberia | GSL MYNY | 6,008 | 2000 | 3Q24(7) | |||||
| Tasman Marine LLC | Marshall Islands | Tasman | 5,936 | 2000 | 4Q23(8) | |||||
| Hudson Marine LLC | Marshall Islands | Zim Europe | 5,936 | 2000 | 1Q24 | |||||
| Drake Marine LLC | Marshall Islands | Ian H | 5,936 | 2000 | 2Q24 | |||||
| Global Ship Lease 68 LLC (3) | Liberia | GSL Kithira | 5,470 | 2009 | 4Q24(9) | |||||
| Global Ship Lease 69 LLC (3) | Liberia | GSL Tripoli | 5,470 | 2009 | 4Q24(9) | |||||
| Global Ship Lease 70 LLC (3) | Liberia | GSL Syros | 5,470 | 2010 | 4Q24(9) | |||||
| Global Ship Lease 71 LLC (3) | Liberia | GSL Tinos | 5,470 | 2010 | 4Q24(9) | |||||
| Hephaestus Marine LLC | Marshall Islands | Dolphin II | 5,095 | 2007 | 1Q25 | |||||
| Zeus One Marine LLC | Marshall Islands | Orca I | 5,095 | 2006 | 2Q24(10) | |||||
| Global Ship Lease 47 LLC | Liberia | GSL Château d’If | 5,089 | 2007 | 4Q26 | |||||
| GSL Alcazar Inc. | Marshall Islands | CMA CGM Alcazar | 5,089 | 2007 | 3Q26 | |||||
| Global Ship Lease 55 LLC | Liberia | GSL Susan | 4,363 | 2008 | 3Q27(11) | |||||
| Global Ship Lease 50 LLC | Liberia | CMA CGM Jamaica | 4,298 | 2006 | 1Q28(11) | |||||
| Global Ship Lease 49 LLC | Liberia | CMA CGM Sambhar | 4,045 | 2006 | 1Q28(11) | |||||
| Global Ship Lease 51 LLC | Liberia | CMA CGM America | 4,045 | 2006 | 1Q28(11) | |||||
| Global Ship Lease 57 LLC | Liberia | GSL Rossi | 3,421 | 2012 | 1Q26 | |||||
| Global Ship Lease 58 LLC | Liberia | GSL Alice | 3,421 | 2014 | 2Q23 | |||||
| Global Ship Lease 59 LLC | Liberia | GSL Melina | 3,404 | 2013 | 2Q23 | |||||
| Global Ship Lease 60 LLC | Liberia | GSL Eleftheria | 3,404 | 2013 | 3Q25 | |||||
| Global Ship Lease 61 LLC | Liberia | GSL Mercer | 2,824 | 2007 | 4Q24 | |||||
| Global Ship Lease 62 LLC | Liberia | Matson Molokai | 2,824 | 2007 | 2Q25 | |||||
| Global Ship Lease 63 LLC | Liberia | GSL Lalo | 2,824 | 2006 | 1Q24(12) | |||||
| Global Ship Lease 42 LLC | Liberia | GSL Valerie | 2,824 | 2005 | 1Q25 | |||||
| Pericles Marine LLC | Marshall Islands | Athena | 2,762 | 2003 | 2Q24 | |||||
| Global Ship Lease 64 LLC | Liberia | GSL Elizabeth | 2,741 | 2006 | 2Q23(13) | |||||
| Global Ship Lease 65 LLC | Liberia | tbr GSL Chloe(14) | 2,546 | 2012 | 4Q24 | |||||
| Global Ship Lease 66 LLC | Liberia | GSL Maren | 2,546 | 2014 | 1Q24(15) | |||||
| Aris Marine LLC | Marshall Islands | Maira | 2,506 | 2000 | 3Q23(16) | |||||
| Aphrodite Marine LLC | Marshall Islands | Nikolas | 2,506 | 2000 | 1Q24(17) | |||||
| Athena Marine LLC | Marshall Islands | Newyorker | 2,506 | 2001 | 1Q24 | |||||
| Global Ship Lease 38 LLC | Liberia | Manet | 2,272 | 2001 | 4Q24 | |||||
| Global Ship Lease 40 LLC | Liberia | Keta | 2,207 | 2003 | 1Q25 | |||||
| Global Ship Lease 41 LLC | Liberia | Julie | 2,207 | 2002 | 2Q23 | |||||
| Global Ship Lease 45 LLC | Liberia | Kumasi | 2,207 | 2002 | 1Q25 | |||||
| Global Ship Lease 44 LLC | Liberia | Akiteta | 2,207 | 2002 | 4Q24 |
F-7
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 1. | Description of Business (continued) |
| (1) | All subsidiaries are 100% owned, either directly or indirectly; |
| (2) | Twenty-foot Equivalent Units; |
| (3) | Currently, under a sale and leaseback transaction (see note 2g); |
| (4) | GSL Ningbo was chartered to a leading liner company for minimum 48 months—maximum 52 months. The new charter is scheduled to commence in 3Q 2023; |
| (5) | GSL Eleni delivered 2Q2019 and is chartered for five years; GSL Kalliopi (delivered 4Q2019) and GSL Grania (delivered 3Q2019) are chartered for three years plus two successive periods of one year each at the option of the charterer. The first of these extension options was exercised for both vessels in 2Q 2022 and commenced for GSL Grania and for GSL Kalliopi in 3Q and in 4Q 2022, respectively; |
| (6) | Mary, Kristina, Katherine, Alexandra, Alexis, Olivia I were forward fixed to a leading liner company for 60 months +/- 45 days, after which the charterer has the option to extend each charter for a further two years. The new charters are scheduled to commence as each of the existing charters expire, between approximately late 2023 and late 2024 following the expiration of the existing charters; |
| (7) | GSL Arcadia, GSL Melita, GSL Maria, GSL Violetta, GSL Tegea, GSL Dorothea, GSL MYNY. Thereafter, the charterer has the option to extend each charter for a further 12 months, after which they have the option to extend each charter for a second time—for a period concluding immediately prior to each respective vessel’s 25th year drydocking and special survey; |
| (8) | Tasman. 12-month extension at charterer’s option was exercised in 2Q 2022 and commenced in 3Q 2022; |
| (9) | GSL Kithira, GSL Tripoli, GSL Syros, GSL Tinos were chartered for a period of three years from their delivery dates in 2021, after which the charterer has the option to extend each charter for a further three years; |
| (10) | Orca I. After the initial firm period of the charter, the charterer has the option to extend the charter for a further 12-14 months; |
| (11) | GSL Susan, CMA CGM Jamaica, CMA CGM Sambhar and CMA CGM America were each forward fixed to a leading liner company for a period of five years with up to +/- 45 days in charterer’s option. The new charter for GSL Susan commenced in October 2022, while the remaining charters commenced in March 2023; |
| (12) | GSL Lalo. Chartered to a leading liner company for a period of 14 to 16 months, upon expiry of the preceding charter in 1Q 2023; |
| (13) | GSL Elizabeth was chartered to a leading liner company for a period of four to seven months and the new charter commenced in 4Q 2022; |
| (14) | “tbr” means “to be renamed”; |
| (15) | GSL Maren. Charter extended for a period of 11 to 14 months, commenced in the end of 1Q 2023; |
| (16) | Maira. Charter extended for four to 6.5 months, commencing at the end of 2Q 2023; |
| (17) | Nikolas. Charter extended for ten to 12 months, commenced in the end of 1Q 2023. |
| 2. | Summary of Significant Accounting Policies and Disclosures |
| (a) | Basis of Presentation |
The accompanying financial information is unaudited and reflects all adjustments, consisting solely of normal recurring adjustments, which, in the opinion of management, are necessary for a fair statement of financial position and results of operations for the periods presented. The financial information does not include all disclosures required under United States Generally Accepted Accounting Principles (“US GAAP”) for annual financial statements. These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements as of December 31, 2022 filed with the Securities and Exchange Commission on March 23, 2023 in the Company’s Annual Report on Form 20-F.
During the three months ended September 30, 2022, the Company identified adjustments to the valuation of share-based compensation. The Company evaluated the adjustments from both a quantitative and qualitative perspective and determined the related impacts were not material to any previously issued annual or interim financial statements; however, the Company has determined to revise prior periods, as follows.
The Company corrected the valuation of share based compensation, which resulted in an increase in share based compensation expense under the caption of “General and administrative expenses” amounted to $2,375 for the three months ended March 31, 2022 and $3,556 for the six months ended June 30, 2022, a decrease in net income of $2,375 for the three months ended March 31, 2022, $1,181 and $3,556 for the six months ended June 30, 2022, an increase in “Additional paid-in capital” and a decrease in “Retained Earnings” of $2,375 as of March 31, 2022 and $1,181 as of June 30, 2022, respectively.
F-8
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 2. | Summary of Significant Accounting Policies and Disclosures (continued) |
| (a) | Basis of Presentation (continued) |
Adoption of new accounting standards
In March 2020, the FASB issued ASU 2020-4, “Reference Rate Reform (Topic 848)” (“ASU 2020-4”), which provides optional guidance intended to ease the potential burden in accounting for the expected discontinuation of LIBOR as a reference rate in the financial markets. The guidance can be applied to modifications made to certain contracts to replace LIBOR with a new reference rate. The guidance, if elected, will permit entities to treat such modifications as the continuation of the original contract, without any required accounting reassessments or remeasurements. The ASU 2020-4 was effective for the Company beginning on March 12, 2020 and the Company applied the amendments prospectively through December 31, 2022. Because the current relief in Topic 848 may not cover a period of time during which a significant number of modifications may take place, in December 2022 the FASB issued ASU 2022-06, “Reference Rate Reform (Topic 848)”. The amendments of this update defer the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. Currently, the Company has various other contracts that reference LIBOR. The Company has modified one contract to replace LIBOR with SOFR and elected to apply the modification accounting. There was no impact to the Company’s interim unaudited condensed consolidated financial statements for the period ended March 31, 2023, as a result of adopting this standard.
COVID-19 Pandemic
On March 11, 2020, the World Health Organization declared the novel coronavirus (“COVID-19”) outbreak a pandemic. Since the beginning of calendar year 2020, the outbreak of COVID-19 pandemic has resulted in the implementation of numerous actions taken by governments and governmental agencies in an attempt to mitigate the spread of the virus, including, among others, business closures, quarantines, travel restrictions, and physical distancing requirements. These actions have caused substantial disruptions in the global economy and the shipping industry, as well as significant volatility in the financial markets, the severity and duration of which remains uncertain.
Although the incidence and severity of COVID-19 and its variants have diminished over time, periodic spikes in incidence occur. Many nations worldwide have significantly eased or eliminated restrictions that were enacted at the outset of the outbreak of COVID-19. In May 2023, the World Health Organization expressed that COVID-19 is now an established and ongoing health issue which no longer constitutes a public health emergency of international concern. While the global risk assessment remains high, there is evidence of reducing risks to human health driven mainly by high population-level immunity from infection, vaccination, or both, but the continued uncertainties associated with the COVID-19 pandemic worldwide may still cause an adverse impact on the global economy and the rate environment for the Company’s vessels may deteriorate and its operations and cash flows may be negatively impacted.
While the Company cannot predict the long-term economic impact of the COVID-19 pandemic, it will continue to actively monitor the situation and may take further actions to alter the Company’s business operations that it determines are in the best interests of its employees, customers, partners, suppliers, and stakeholders, or as required by authorities in the jurisdictions where the Company operates. As a result, many of the Company’s estimates and assumptions required increased judgement and carry a higher degree of variability and volatility. The ultimate effects that any such alterations or modifications may have on the Company’s business are not clear, including any potential negative effects on its business operations and financial results.
| (b) | Principles of Consolidation |
The accompanying interim unaudited condensed consolidated financial information include the financial statements of the Company and its wholly owned subsidiaries; the Company has no other interests. All significant intercompany balances and transactions have been eliminated in the Company’s interim unaudited condensed consolidated financial statements.
| (c) | Use of estimates |
The preparation of interim unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates under different assumptions and/or conditions.
F-9
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 2. | Summary of Significant Accounting Policies and Disclosures (continued) |
| (d) | Vessels in operation |
Vessels are generally recorded at their historical cost, which consists of the acquisition price and any material expenses incurred upon acquisition, adjusted for the fair value of intangible assets or liabilities associated with above or below market charters attached to the vessels at acquisition. See Intangible Assets and Liabilities at note 2(e) below. Vessels acquired in a corporate transaction accounted for as an asset acquisition are stated at the acquisition price, which consists of consideration paid, plus transaction costs, considering pro rata allocation based on vessels fair value at the acquisition date. Vessels acquired in a corporate transaction accounted for as a business combination are recorded at fair value. Vessels acquired as part of the Marathon Merger in 2008 were accounted for under ASC 805, which required that the vessels be recorded at fair value, less the negative goodwill arising as a result of the accounting for the merger.
Subsequent expenditures for major improvements and upgrades are capitalized, provided they appreciably extend the life, increase the earnings capacity or improve the efficiency or safety of the vessels.
Borrowing costs incurred during the construction of vessels or as part of the prefinancing of the acquisition of vessels are capitalized. There was no capitalized interest for the three months ended March 31, 2023, and 2022 and for the year ended December 31, 2022.
Vessels are stated less accumulated depreciation and impairment, if applicable. Vessels are depreciated to their estimated residual value using the straight-line method over their estimated useful lives which are reviewed on an ongoing basis to ensure they reflect current technology, service potential and vessel structure. The useful lives are estimated to be 30 years from original delivery by the shipyard.
Management estimates the residual values of the Company’s container vessels based on a scrap value cost of steel times the weight of the vessel noted in lightweight tons (LWT). Residual values are periodically reviewed and revised to recognize changes in conditions, new regulations or other reasons. Revision of residual values affect the depreciable amount of the vessels and affects depreciation expense in the period of the revision and future periods. Management estimated the residual values of its vessels based on scrap rate of $400 per LWT.
For any vessel group which is impaired, the impairment charge is recorded against the cost of the vessel and the accumulated depreciation as at the date of impairment is removed from the accounts.
The cost and related accumulated depreciation of assets retired or sold are removed from the accounts at the time of sale or retirement and any gain or loss is included in the interim unaudited condensed Consolidated Statements of Income.
| (e) | Intangible assets and liabilities – charter agreements |
The Company’s intangible assets and liabilities consist of unfavorable lease terms on charter agreements acquired in assets acquisitions. When intangible assets or liabilities associated with the acquisition of a vessel are identified, they are recorded at fair value. Fair value is determined by reference to market data and the discounted amount of expected future cash flows. Where charter rates are higher than market charter rates, an intangible asset is recorded, based on the difference between the acquired charter rate and the market charter rate for an equivalent vessel and equivalent duration of charter party at the date the vessel is delivered. Where charter rates are less than market charter rates, an intangible liability is recorded, based on the difference between the acquired charter rate and the market charter rate for an equivalent vessel. The determination of the fair value of acquired assets and liabilities requires the Company to make significant assumptions and estimates of many variables including market charter rates (including duration), the level of utilization of its vessels and its weighted average cost-of capital (“WACC”). The estimated market charter rate (including duration) is considered a significant assumption. The use of different assumptions could result in a material change in the fair value of these items, which could have a material impact on the Company’s financial position and results of operations. The amortizable value of favorable and unfavorable leases is amortized over the remaining life of the relevant lease term and the amortization expense or income respectively is included under the caption “Amortization of intangible liabilities-charter agreements” in the interim unaudited condensed Consolidated Statements of Income. For any vessel group which is impaired, the impairment charge is recorded against the cost of the vessel and the accumulated depreciation as at the date of impairment is removed from the accounts.
F-10
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 2. | Summary of Significant Accounting Policies and Disclosures (continued) |
| (f) | Impairment of Long-lived assets |
Tangible fixed assets, such as vessels, that are held and used or to be disposed of by the Company are reviewed for impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable. In these circumstances, the Company performs step one of the impairment test by comparing the undiscounted projected net operating cash flows for each vessel group to its carrying value. A vessel group comprises the vessel, the unamortized portion of deferred drydocking related to the vessel and the related carrying value of the intangible asset or liability (if any) with respect to the time charter attached to the vessel at its purchase. If the undiscounted projected net operating cash flows of the vessel group are less than its carrying amount, management proceeds to step two of the impairment assessment by comparing the vessel group’s carrying amount to its fair value, including any applicable charter, and an impairment loss is recorded equal to the difference between the vessel group’s carrying value and fair value. Fair value is determined with the assistance from valuations obtained from third party independent ship brokers.
The Company uses a number of assumptions in projecting its undiscounted net operating cash flows analysis including, among others, (i) revenue assumptions for charter rates on expiry of existing charters, which are based on forecast charter rates, where relevant, in the four years from the date of the impairment test and a reversion to the historical mean of time charter rates for each vessel thereafter (ii) off-hire days, which are based on actual off-hire statistics for the Company’s fleet (iii) operating costs, based on current levels escalated over time based on long term trends (iv) dry docking frequency, duration and cost (v) estimated useful life, which is assessed as a total of 30 years from original delivery by the shipyard and (vi) scrap values.
Revenue assumptions are based on contracted charter rates up to the end of the existing contract of each vessel, and thereafter, estimated time charter rates for the remaining life of the vessel. The estimated time charter rate used for non-contracted revenue days of each vessel is considered a significant assumption. Recognizing that the container shipping industry is cyclical and subject to significant volatility based on factors beyond the Company’s control, management believes that using forecast charter rates in the four years from the date of the impairment assessment and a reversion to the historical mean of time charter rates thereafter, represents a reasonable benchmark for the estimated time charter rates for the non-contracted revenue days, and takes into account the volatility and cyclicality of the market.
During the three months ended March 31, 2023, and 2022, the Company evaluated the impact of current economic situation on the recoverability of all its other vessel groups and has determined that there were no events or changes in circumstances which indicated that their carrying amounts may not be recoverable. Accordingly, there was no triggering event and no impairment test was performed for the three months ended March 31, 2023 and 2022.
| (g) | Revenue recognition and related expense |
The Company charters out its vessels on time charters which involves placing a vessel at a charterer’s disposal for a specified period of time during which the charterer uses the vessel in return for the payment of a specified daily hire rate. Such charters are accounted for as operating leases and therefore revenue is recognized on a straight-line basis as the average revenues over the rental periods of such charter agreements, as service is performed. Cash received in excess of earned revenue is recorded as deferred revenue. If a time charter contains one or more consecutive option periods, then subject to the options being exercisable solely by the Company, the time charter revenue will be recognized on a straight-line basis over the total remaining life of the time charter, including any options which are more likely than not to be exercised. If a time charter is modified, including the agreement of a direct continuation at a different rate, the time charter revenue will be recognized on a straight-line basis over the total remaining life of the time charter from the date of modification. During the periods ended March 31, 2023, and 2022, an amount of $2,268 and $4,158, respectively, has been recorded in time charter-revenues for such modifications and revenues recognized on a straight-line basis. Any difference between the charter rate invoiced and the time charter revenue recognized is classified as, or released from, deferred revenue. As of March 31, 2023, current and non-current portion from implementing the straight-line basis, amounting to $8,057 ($6,487 as for December 31, 2022) and $21,867 ($21,144 as for December 31, 2022), respectively, are presented in the interim condensed unaudited Consolidated Balance Sheets in the line item “Prepaid expenses and other current assets” and “Other non-current assets”, respectively.
F-11
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 2. | Summary of Significant Accounting Policies and Disclosures (continued) |
| (g) | Revenue recognition and related expense (continued) |
Revenues are recorded net of address commissions, which represent a discount provided directly to the charterer based on a fixed percentage of the agreed upon charter rate. Charter revenue received in advance which relates to the period after a balance sheet date is recorded as deferred revenue within current liabilities until the respective charter services are rendered.
Under time charter arrangements the Company, as owner, is responsible for all the operating expenses of the vessels, such as crew costs, insurance, repairs and maintenance, and such costs are expensed as incurred and are included in vessel operating expenses.
Commission paid to brokers to facilitate the agreement of a new charter are included in time charter and voyage expenses as are certain expenses related to a voyage, such as the costs of bunker fuel consumed when a vessel is off-hire or idle.
Leases: In cases of lease agreements where the Company acts as the lessee, the Company recognizes an operating lease asset and a corresponding lease liability on the interim unaudited condensed Consolidated Balance Sheets. Following initial recognition and with regards to subsequent measurement the Company remeasures lease liability and right of use asset at each reporting date.
Leases where the Company acts as the lessor are classified as either operating or sales-type / direct financing leases.
In cases of lease agreements where the Company acts as the lessor under an operating lease, the Company keeps the underlying asset on the interim unaudited condensed Consolidated Balance Sheets and continues to depreciate the assets over its useful life. In cases of lease agreements where the Company acts as the lessor under a sales-type / direct financing lease, the Company derecognizes the underlying asset and records a net investment in the lease. The Company acts as a lessor under operating leases in connection with all of its charter out -bareboat- out arrangements.
In cases of sale and leaseback transactions, if the transfer of the asset to the lessor does not qualify as a sale, then the transaction constitutes a failed sale and leaseback and is accounted for as a financial liability. For a sale to have occurred, the control of the asset would need to be transferred to the lessor, and the lessor would need to obtain substantially all the benefits from the use of the asset. During 2021, the Company entered into six agreements which qualify as failed sale and leaseback transactions as the Company is required to repurchase the vessels at the end of the lease term and the Company has accounted for the six agreements as financing transactions.
The Company elected the practical expedient which allows the Company to treat the lease and non-lease components as a single lease component for the leases where the timing and pattern of transfer for the non-lease component and the associated lease component to the lessees are the same and the lease component, if accounted for separately, would be classified as an operating lease. The combined component is therefore accounted for as an operating lease under ASC 842, as the lease components are the predominant characteristics.
| (h) | Fair Value Measurement and Financial Instruments |
Financial instruments carried on the interim unaudited condensed Consolidated Balance Sheets include cash and cash equivalents, restricted cash, time deposits, trade receivables and payables, other receivables and other liabilities and long-term debt. The particular recognition methods applicable to each class of financial instrument are disclosed in the applicable significant policy description of each item or included below as applicable.
Fair value measurement: Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the “exit price”) in an orderly transaction between market participants at the measurement date. The hierarchy is broken down into three levels based on the observability of inputs as follows:
Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.
Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
F-12
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 2. | Summary of Significant Accounting Policies and Disclosures (continued) |
| (h) | Fair Value Measurement and Financial Instruments (continued) |
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
During the three months ended March 31, 2023, the Company evaluated the impact of current economic situation on the recoverability of all its other vessel groups and has determined that there were no events or changes in circumstances which indicated that their carrying amounts may not be recoverable. Accordingly, there was no triggering event and no impairment test was performed for the three months ended March 31, 2023.
Through the latter part of 2022, the Company noted that charter rates in the spot market had come under pressure and accordingly determined that events occurred, and circumstances had changed, which indicated that potential impairment of the Company’s long-lived assets could exist. These indicators included continued volatility in the spot market and the related impact of the current container sector on management’s expectation for future revenues. As a result, step one of the impairment assessment of each of the vessel groups was performed as at December 31, 2022 and step two of the impairment analysis was required for one vessel group, as its undiscounted projected net operating cash flows did not exceed its carrying value. As a result, the Company recorded an impairment loss of $3,033 for one vessel asset group with a total aggregate carrying amount of $9,033 which was written down to its fair value of $6,000.
In December 2021, the Company purchased interest rate caps with an aggregate notional amount of $484.1 million, which amortizes over time as the Company’s outstanding debt balances decline. In February 2022, the Company further hedged its exposure by putting in place two USD one-month LIBOR interest rate caps of 0.75% through fourth quarter 2026, on $507.9 million of its floating rate debt. The second interest rate cap was not designated as a cash flow hedge and therefore the negative fair value adjustment of $2,785 as at March 31, 2023 was recorded through interim unaudited condensed Consolidated Statements of Income ($4,564 positive fair value adjustment as at March 31, 2022). ASC 815-20-25-13a stipulates that an entity may designate either all or certain future interest payments on variable-rate debt as the hedged exposure in a cash flow hedge relationship. The Company is designating certain future interest payments on its outstanding variable-rate debt as the hedged item in this relationship. Under ASC 815-20-25-106e, “for cash flow hedges of the interest payments on only a portion of the principal amount of the interest-bearing asset or liability, the notional amount of the interest rate cap designated as the hedging instrument matches the principal amount of the portion of the asset or liability on which the hedged interest payments are based”. In this case, the Company has designated only a portion of its outstanding debt (initially, $253.9 million) as the hedged item, and any interest payments beyond the notional amount of the interest rate cap in any given period are not designated as being hedged.
The Company assesses the effectiveness of the hedges on an ongoing basis. The amounts included in accumulated other comprehensive income will be reclassified to interest expense should the hedge no longer be considered effective.
The objective of the hedges is to reduce the variability of cash flows associated with the interest rates relating to the Company’s variable rate borrowings. When derivatives are used, the Company is exposed to credit loss in the event of non-performance by the counterparties; however, non-performance is not anticipated. ASC 815, Derivatives and Hedging, requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the balance sheet. The fair values of the interest rate derivatives are based on quoted market prices for similar instruments from commercial banks (based on significant observable inputs—Level 2 inputs). As of March 31, 2023, and December 31, 2022, the Company recorded a derivative asset of $52,684 and $63,503, respectively.
Financial Risk Management: The Company activities expose it to a variety of financial risks including fluctuations in, time charter rates, credit and interest rates risk. Risk management is carried out under policies approved by executive management. Guidelines are established for overall risk management, as well as specific areas of operations.
Credit risk: The Company closely monitors its credit exposure to customers and counterparties for credit risk. The Company has entered into commercial management agreement with Conchart Commercial Inc. (“Conchart”), pursuant to which Conchart has agreed to provide commercial management services to the Company, including the negotiation, on behalf of the Company, vessel employment contracts (see note 7). Conchart has policies in place to ensure that it trades with customers and counterparties with an appropriate credit history.
F-13
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 2. | Summary of Significant Accounting Policies and Disclosures (continued) |
| (h) | Fair Value Measurement and Financial Instruments (continued) |
Credit risk (continued)
Financial instruments that potentially subject the Company to concentrations of credit risk are accounts receivable, cash and cash equivalents and time deposits. The Company does not believe its exposure to credit risk is likely to have a material adverse effect on its financial position, results of operations or cash flows.
Liquidity Risk: Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. The Company monitors cash balances appropriately to meet working capital needs.
Foreign Exchange Risk: Foreign currency transactions are translated into the measurement currency rates prevailing at the dates of transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognized in the interim unaudited condensed Consolidated Statements of Income.
| (i) | Derivative instruments |
The Company is exposed to interest rate risk relating to its variable rate borrowings. In December 2021, the Company purchased interest rate caps with an aggregate notional amount of $484.1 million (“December 2021 hedging”), which amount reduces over time as the Company’s outstanding debt balances amortize. The objective of the hedges is to reduce the variability of cash flows associated with the interest relating to its variable rate borrowings.
At the inception of the transaction, the Company documents the relationship between hedging instruments and hedged items, as well as its risk management objective and the strategy for undertaking various hedging transactions. The Company also documents its assessment, both at the hedge inception and on an ongoing basis, of whether the derivative financial instruments that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.
This transaction is designated as a cash flow hedge, and under ASU 2017-12, cash flow hedge accounting allows all changes in fair value to be recorded through Other Comprehensive Income once hedge effectiveness has been established. Under ASC 815-30-35-38, amounts in accumulated other comprehensive income shall be reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings (i.e., each quarter) and shall be presented in the same income statement line item as the earnings effect of the hedged item in accordance with paragraph 815-20-45-1A.
The premium paid related to this derivative was classified in the interim unaudited condensed Consolidated Statements of Cash Flows as operating activities in the line item “Derivative asset”. The premium shall be amortized into earnings “on a systematic and rational basis over the period in which the hedged transaction affects earnings” (ASC 815-30-35-41A); that is, the Company will expense the premium over the life of the interest rate cap in accordance with the “caplet method,” as described in Derivatives Implementation Group (DIG) Issue G20. DIG Issue G20 dictates that the cost of the interest rate cap is recognized on earnings over time, based on the value of each periodic caplet. The cost per period will change as the caplet for that period changes in value. Given that the interest rate cap is forward-starting, expensing of the premium will not begin until the effective start date of the interest rate cap, in order to match potential cap revenue with the cap expenses in the period in which they are incurred.
In February 2022, the Company further purchased two interest rate caps with an aggregate notional amount of $507.9 million. The first interest rate cap of $253.9 million which has been designated as a cash flow hedge, has the same accounting treatment as described above for the December 2021 hedging. The second interest rate cap was not designated as a cash flow hedge and therefore the negative fair value adjustment of $2,785 as at March 31, 2023 ($4,564 positive fair value adjustment as at March 31, 2022) was recorded though interim unaudited condensed Consolidated Statements of Income. ASC 815-20-25-13a stipulates that an entity may designate either all or certain future interest payments on variable-rate debt as the hedged exposure in a cash flow hedge relationship. In this case, the Company has designated only a portion of its outstanding debt (initially, $253.9 million) as the hedged item, and any interest payments beyond the notional amount of the interest rate cap in any given period are not designated as being hedged (see note 5).
F-14
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 2. | Summary of Significant Accounting Policies and Disclosures (continued) |
| (i) | Derivative instruments (continued) |
The amounts included in accumulated other comprehensive income will be reclassified to interest expense should the hedge no longer be considered effective. As of March 31, 2023, and December 31, 2022, following a quantitative assessment, part of the hedge was no longer considered effective and an amount of $39 and $1,091 was reclassified from other comprehensive income to the interim unaudited condensed Consolidated Statements of Income. No amount of ineffectiveness was included in net income for the three months period ended March 31, 2022. The Company will continue to assess the effectiveness of the hedge on an ongoing basis.
| (j) | Recent accounting pronouncements |
The Company does not believe that any recently issued, but not yet effective, accounting pronouncements would have a material impact on its interim unaudited condensed consolidated financial statements.
| 3. | Vessels in Operation |
| Vessel Cost, as adjusted for |
Accumulated | Net Book | ||||||||||
| Impairment charges | Depreciation | Value | ||||||||||
| As of January 1, 2022 | $ | 1,878,132 | $ | (195,316 | ) | $ | 1,682,816 | |||||
|
|
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|
|
|
|
|||||||
| Additions | 11,756 | — | 11,756 | |||||||||
| Depreciation | — | (68,232 | ) | (68,232 | ) | |||||||
| Impairment loss | (3,730 | ) | 697 | (3,033 | ) | |||||||
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| As of December 31, 2022 | $ | 1,886,158 | $ | (262,851 | ) | $ | 1,623,307 | |||||
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| Additions | 2,690 | — | 2,690 | |||||||||
| Disposals | (6,803 | ) | 68 | (6,735 | ) | |||||||
| Depreciation | — | (17,121 | ) | (17,121 | ) | |||||||
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| As of March 31, 2023 | $ | 1,882,045 | $ | (279,904 | ) | $ | 1,602,141 | |||||
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As of March 31, 2023, and December 31, 2022, the Company had made additions for vessel expenditures and ballast water treatments.
2023 Sale of Vessel
On March 23, 2023, the Company sold GSL Amstel for net proceeds of $5,940, and the vessel was released as collateral under the Company’s $140,000 loan facility with Credit Agricole Corporate and Investment Bank, Hamburg Commercial Bank AG, E.Sun Commercial Bank, Ltd, CTBC Bank Co. Ltd. and Taishin International Bank.
Impairment
The Company has evaluated the impact of current economic situation on the recoverability of all its other vessel groups and has determined that there were no events or changes in circumstances which indicated that their carrying amounts may not be recoverable. Accordingly, there was no triggering event and no impairment test was performed during the three months ended March 31, 2023.
Through the latter part of 2022, the Company noted that charter rates in the spot market had come under pressure and accordingly determined that events occurred and circumstances had changed, which indicated that potential impairment of the Company’s long-lived assets could exist. These indicators included continued volatility in the spot market and the related impact of the current container sector on management’s expectation for future revenues. As a result, step one of the impairment assessment of each of the vessel groups was performed as at December 31, 2022 and step two of the impairment analysis was required for one vessel group, as the undiscounted projected net operating cash flows did not exceed the carrying value. As a result, the Company recorded an impairment loss of $3,033 for one vessel group with a total aggregate carrying amount of $9,033 which was written down to its fair value of $6,000.
F-15
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 3. | Vessels in Operation (continued) |
Collateral
As of March 31, 2023, 20 vessels were pledged as collateral under the 5.69% Senior Secured Notes due 2027 and 39 vessels under the Company’s loan facilities. Five vessels were unencumbered as of March 31, 2023.
Advances for vessels acquisitions and other additions
As of March 31, 2023, and December 31, 2022, there were no advances for vessel acquisitions, as all vessels had been delivered as at these dates. As of March 31, 2023, and December 31, 2022, the Company had advances for other vessel additions and ballast water treatment systems totalling $7,126 and $4,881, respectively.
| 4. | Intangible Liabilities – Charter Agreements |
Intangible Liabilities – Charter Agreements as of March 31, 2023, and December 31, 2022, consisted of the following:
| March 31, 2023 |
December 31, 2022 |
|||||||
| Opening balance | $ | 14,218 | $ | 55,376 | ||||
| Disposals (*) | (476 | ) | — | |||||
| Amortization | (3,364 | ) | (41,158 | ) | ||||
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| Total | $ | 10,378 | $ | 14,218 | ||||
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| (*) | The unamortized portion of GSL Amstel intangible liability-charter agreement when vessel was sold on March 23, 2023. |
Intangible liabilities are related to (i) acquisition of the Seven, the Twelve and the Four Vessels, and (ii) management’s estimate of the fair value of below-market charters on August 14, 2008, the date of the Marathon Merger (see note 1). These intangible liabilities are being amortized over the remaining life of the relevant lease terms and the amortization income is included under the caption “Amortization of intangible liabilities-charter agreements” in the interim unaudited condensed Consolidated Statements of Income.
Amortization income of intangible liabilities-charter agreements for each of the three months ended March 31, 2023, and 2022 was $3,364 and $12,855, including related party amortization of intangible liabilities-charter agreements of $nil and $3,291 for each of the three months ended March 31, 2023, and 2022, respectively.
The aggregate amortization of the intangible liabilities in each of the 12-month periods up to March 31, 2026, is estimated to be as follows:
| Amount | ||||
| March 31, 2024 | $ | 6,219 | ||
| March 31, 2025 | 3,748 | |||
| March 31, 2026 | 411 | |||
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| $ | 10,378 | |||
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The weighted average useful lives are 1.68 years for the remaining intangible liabilities-charter agreements terms.
| 5. | Derivative Asset |
In December 2021, the Company purchased interest rate caps with an aggregate notional amount of $484.1 million, which amount reduces over time as the Company’s outstanding debt balances amortize. The objective of the hedges is to reduce the variability of cash flows associated with the interest relating to its variable rate borrowings. The Company receives payments on the caps for any period that the one-month USD LIBOR rate is above beyond the strike rate, which is 0.75%. The termination date of the interest rate cap agreements is November 30, 2026. The premium paid to purchase the interest caps was $7,000, which was paid out of cash on December 22, 2021. The premium is being amortized over the life of the interest rate cap by using the caplet method.
F-16
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 5. | Derivative Asset (continued) |
In February 2022, the Company further hedged its exposure to a potential rising interest rate environment by putting in place two USD one-month LIBOR interest rate caps of 0.75% through fourth quarter 2026, on $507.9 million of its floating rate debt. The second interest rate cap was not designated as a cash flow hedge and therefore the negative fair value adjustment of $2,785 as at March 31, 2023 ($4,564 the positive fair value adjustment as at March 31, 2022), was recorded though interim unaudited condensed Consolidated Statement of Income. The premium paid by the Company to purchase the interest rate caps was $15,370, which was paid out of cash on the settlement date. ASC 815-20-25-13a stipulates that an entity may designate either all or certain future interest payments on variable-rate debt as the hedged exposure in a cash flow hedge relationship. In this case, the Company has designated only a portion of its outstanding debt (initially, $253.9 million) as the hedged item, and any interest payments beyond the notional amount of the interest rate cap in any given period are not designated as being hedged. Amount received from interest rate caps for each of the periods ended March 31, 2023, and 2022, was $7,077 and $nil, respectively.
| March 31, 2023 |
December 31, 2022 |
|||||||
| Opening balance | $ | 63,503 | $ | 7,227 | ||||
| Derivative asset premium | — | 15,370 | ||||||
| Unrealized (loss)/gain on derivative assets | (8,034 | ) | 31,221 | |||||
| Fair value adjustment on derivative asset | (2,785 | ) | 9,685 | |||||
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| Closing balance | $ | 52,684 | $ | 63,503 | ||||
| Less: Current portion of derivative assets | (27,420 | ) | (29,645 | ) | ||||
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| Non-current portion of derivative assets | $ | 25,264 | $ | 33,858 | ||||
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The amounts included in accumulated other comprehensive income will be reclassified to interest expense should the hedge no longer be considered effective. As of March 31, 2023, and December 31, 2022, following a quantitative assessment, part of the hedge was no longer considered effective and an amount of $39 and $1,091 was reclassified from other comprehensive income to the interim unaudited condensed Consolidated Statements of Income. No amount of ineffectiveness was included in net income for the three-month period ended March 31, 2022. The Company will continue to assess the effectiveness of the hedge on an ongoing basis.
| 6. | Long-Term Debt |
Long-term debt as of March 31, 2023, and December 31, 2022, consisted of the following:
| Facilities |
March 31, 2023 |
December 31, 2022 |
||||||
| 2027 Secured Notes (a) | $ | 323,750 | $ | 336,875 | ||||
| E.SUN, MICB, Cathay, Taishin Credit Facility (b) | 42,000 | 46,500 | ||||||
| Sinopac Credit Facility (c) | 9,480 | 9,900 | ||||||
| HCOB, CACIB, ESUN, CTBC, Taishin Credit Facility (d) | 89,162 | 100,000 | ||||||
| Deutsche Credit Facility (e) | 43,533 | 44,695 | ||||||
| HCOB Credit Facility (f) | 36,781 | 40,794 | ||||||
| CACIB, Bank Sinopac, CTBC Credit Facility (g) | 42,775 | 44,050 | ||||||
| Chailease Credit Facility (h) | 3,298 | 3,852 | ||||||
| Syndicated Senior Secured Credit Facility (CACIB, ABN, First-Citizens & Trust Company, Siemens, CTBC, Bank Sinopac, Palatine) (i) | 173,200 | 181,200 | ||||||
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| Total credit facilities | $ | 763,979 | $ | 807,866 | ||||
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| Sale and Leaseback Agreement CMBFL—$120,000 (j) | 83,488 | 89,838 | ||||||
| Sale and Leaseback Agreement CMBFL—$54,000 (k) | 39,825 | 41,850 | ||||||
| Sale and Leaseback Agreement—Neptune $14,735 (l) | 9,177 | 9,971 | ||||||
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| Total Sale and Leaseback Agreements | $ | 132,490 | $ | 141,659 | ||||
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| Total borrowings | $ | 896,469 | $ | 949,525 | ||||
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| Less: Current portion of long-term debt | (152,101 | ) | (155,424 | ) | ||||
| Less: Current portion of Sale and Leaseback Agreements (j,k,l) | (33,273 | ) | (34,408 | ) | ||||
| Less: Deferred financing costs (r) | (13,661 | ) | (15,136 | ) | ||||
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| Non-current portion of Long-Term Debt | $ | 697,434 | $ | 744,557 | ||||
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F-17
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 6. | Long-Term Debt (continued) |
| a) | 5.69% Senior Secured Notes due 2027 |
On June 16, 2022, Knausen Holding LLC (the “Issuer”), an indirect wholly-owned subsidiary of the Company, closed on the private placement of $350,000 of privately rated/investment grade 5.69% Senior Secured Notes due 2027 (the “2027 Secured Notes”) to a limited number of accredited investors. The fixed interest rate was determined on June 1, 2022, based on the interpolated interest rate of 2.84% plus a margin 2.85%.
The Company used the net proceeds from the private placement for the repayment of the remaining outstanding balances on its New Hayfin Credit Facility and the Hellenic Bank Credit Facility (releasing five unencumbered vessels), and our 2024 Notes. The remaining amount of net proceeds were allocated for general corporate purposes.
An amount equal to 15% per annum of the original principal balance of each Note shall be paid in equal quarterly installments on the 15th day of each of January, April, July, and October starting October 15, 2022, and the remaining unpaid principal balance shall be due and payable on the maturity date of July 15, 2027. Interest accrues on the unpaid balance of the Notes, payable quarterly on the 15th day of January, April, July, and October in each year, such interest commencing and accruing on and from June 14, 2022.
The 2027 Secured Notes are senior obligations of the Issuer, secured by first priority mortgages on 20 identified vessels owned by subsidiaries of the Issuer (the “Subsidiary Guarantors”) and certain other associated assets and contract rights, as well as share pledges over the Subsidiary Guarantors. In addition, the 2027 Secured Notes are fully and unconditionally guaranteed by the Company.
As of March 31, 2023, the outstanding balance of this facility was $323,750.
| b) | $60.0 Million E.SUN, MICB, Cathay, Taishin Credit Facility |
On December 30, 2021, the Company via its subsidiaries Zeus One Marine LLC, Hephaestus Marine LLC and Pericles Marine LLC, entered into a new syndicated senior secured debt facility with E.SUN Commercial Bank Ltd (“E.SUN”), Cathay United Bank (“Cathay”), Mega International Commercial Bank Co. Ltd (“MICB”) and Taishin International Bank (“Taishin”). The Company using a portion of the net proceeds from this credit facility fully prepaid the outstanding amount of the Blue Ocean Junior Credit facility, amounting to $26,205 plus a prepayment fee of $3,968. All three tranches were drawn down in January 2022.
The new Facility is repayable in eight equal consecutive quarterly instalments of $4,500 and ten equal consecutive quarterly instalments of $2,400.
This facility bears interest at LIBOR plus a margin of 2.75% per annum payable quarterly in arrears.
As of March 31, 2023, the outstanding balance of this facility was $42,000.
| c) | $12.0 Million Sinopac Capital International Credit Facility |
On August 27, 2021, the Company via its subsidiary Global Ship Lease 42 LLC entered into a secured credit facility for an amount of $12,000 with Sinopac Capital International (HK) Limited (“Sinopac Credit Facility”), partially used to fully refinance the Hayfin Credit Facility. The full amount was drawn down in September 2021 and the credit facility has a maturity in September 2026.
The new Facility is repayable in 20 equal consecutive quarterly instalments of $420 with a final balloon of $3,600 payable together with the final instalment.
This facility bears interest at LIBOR plus a margin of 3.25% per annum payable quarterly in arrears.
As of March 31, 2023, the outstanding balance of this facility was $9,480.
F-18
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 6. | Long-Term Debt (continued) |
| d) | $140.0 Million HCOB, CACIB, ESUN, CTBC, Taishin Credit Facility |
On July 6, 2021, the Company entered into a facility with Credit Agricole Corporate and Investment Bank (“CACIB”), Hamburg Commercial Bank AG (“HCOB”), E.Sun Commercial Bank, Ltd (“ESUN”), CTBC Bank Co. Ltd. (“CTBC”) and Taishin International Bank (“Taishin”) for a total of $140,000 to finance the acquisition of the Twelve Vessels. The full amount was drawdown in July 2021 and the credit facility has a maturity in July 2026.
The Facility is repayable in six equal consecutive quarterly instalments of $8,000, eight equal consecutive quarterly instalments of $5,400 and six equal consecutive quarterly instalments of $2,200 with a final balloon of $35,600 payable together with the final instalment. On March 23, 2023, due to the sale of GSL Amstel, the Company additionally repaid $2,838 out of which $1,000 deducted from the balloon instalment, and the vessel was released as collateral under the Company’s $140.0 Million HCOB, CACIB, ESUN, CTBC, Taishin Credit Facility.
This facility bears interest at LIBOR plus a margin of 3.25% per annum payable quarterly in arrears.
As of March 31, 2023, the outstanding balance of this facility was $89,162.
| e) | $51.7 Million Deutsche Bank AG Credit Facility |
On May 6, 2021, the Company via its subsidiary Laertis Marine LLC entered into a secured facility for an amount of $51,670 with Deutsche Bank AG in order to refinance one of the three previous tranches of the $180,500 Deutsche, CIT, HCOB, Entrust, Blue Ocean Credit Facility, that had a maturity date on June 30, 2022, of an amount $48,527.
The new Facility is repayable in 20 equal consecutive quarterly instalments of $1,162.45 with a final balloon of $28,421 payable together with the final instalment.
This facility bears interest at LIBOR plus a margin of 3.25% per annum payable quarterly in arrears.
As of March 31, 2023, the outstanding balance of this facility was $43,533.
| f) | $64.2 Million Hamburg Commercial Bank AG Credit Facility |
On April 15, 2021, the Company entered into a Senior Secured term loan facility with Hamburg Commercial Bank AG “the HCOB Credit Facility” for an amount of up to $64,200 in order to finance the acquisition of six out of the Seven Vessels.
Tranche A, E and F amounting to $32,100 were drawn down in April 2021 and have a maturity date in April 2025, Tranche B and D amounting to $21,400 were drawn down in May 2021 and have a maturity date in May 2025, and Tranche C amounting to $10,700 was drawn down in July 2021 and has a maturity date in July 2025.
Each Tranche of the Facility is repayable in 16 equal consecutive quarterly instalments of $668.75.
This facility bears interest at LIBOR plus a margin of 3.50% per annum payable quarterly in arrears.
As of March 31, 2023, the outstanding balance of this facility was $36,781.
| g) | $51.7 Million CACIB, Bank Sinopac, CTBC Credit Facility |
On April 13, 2021, the Company via its subsidiary Penelope Marine LLC entered into a secured facility for an amount of $51,700 in order to refinance one of the three previous tranches of the $180,500 Deutsche, CIT, HCOB, Entrust, Blue Ocean Credit Facility, that had a maturity date on June 30, 2022, of an amount $48,648. The secured credit facility has a maturity in April 2026.
The Lenders are Credit Agricole Corporate and Investment Bank (“CACIB”), Bank Sinopac Co. Ltd. (“Bank Sinopac”) and CTBC Bank Co. Ltd. (“CTBC”).
The Facility is repayable in 20 equal consecutive quarterly instalments of $1,275 with a final balloon of $26,200 payable together with the final instalment.
F-19
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 6. | Long-Term Debt (continued) |
| g) | $51.7 Million CACIB, Bank Sinopac, CTBC Credit Facility (continued) |
This facility bears interest at LIBOR plus a margin of 2.75% per annum payable quarterly in arrears.
As of March 31, 2023, the outstanding balance of this facility was $42,775.
| h) | $9.0 Million Chailease Credit Facility |
On February 26, 2020, the Company via its subsidiaries, Athena Marine LLC, Aphrodite Marine LLC and Aris Marine LLC entered into a secured term facility agreement with Chailease International Financial Services Pte., Ltd. for an amount of $9,000. The Chailease Bank Facility was used for the refinance of DVB Credit Facility.
The Facility is repayable in 36 consecutive monthly instalments $156 and 24 monthly instalments of $86 with a final balloon of $1,314 payable together with the final instalment.
This facility bears interest at LIBOR plus a margin of 4.20% per annum.
As of March 31, 2023, the outstanding balance of this facility was $3,298.
| i) | $268.0 Million Syndicated Senior Secured Credit Facility (CACIB, ABN, First-Citizens & Trust Company, Siemens, CTBC, Bank Sinopac, Palatine) |
On September 19, 2019, the Company entered into a Syndicated Senior Secured Credit Facility in order to refinance existing credit facilities that had a maturity date in December 2020, of an amount $224,310.
The Senior Syndicated Secured Credit Facility was agreed to be borrowed in two tranches. The Lenders are Credit Agricole Corporate and Investment Bank (“CACIB”), ABN Amro Bank N.V. (“ABN”), First-Citizens & Trust Company, Siemens Financial Services, Inc (“Siemens”), CTBC Bank Co. Ltd. (“CTBC”), Bank Sinopac Ltd. (“Bank Sinopac”) and Banque Palatine (“Palatine”).
Tranche A amounting to $230,000 was drawn down in full on September 24, 2019 and is scheduled to be repaid in 20 consecutive quarterly instalments of $5,200 starting from December 12, 2019 and a balloon payment of $126,000 payable on September 24, 2024.
Tranche B amounts to $38,000 was drawn down in full on February 10, 2020 and is scheduled to be repaid in 20 consecutive quarterly instalments of $1,000 and a balloon payment of $18,000 payable in the termination date on the fifth anniversary from the utilization date of Tranche A, which falls in September 24, 2024. In January 2022, the Company agreed a new senior secured debt facility to refinance its outstanding Syndicated Senior Secured Credit Facility, which extended the maturity date from September 2024 to December 2026, amended certain covenants in the Company’s favor at an unchanged rate of LIBOR + 3.00%. On July 1, 2022, the interest rate is SOFR plus a margin of 3.00% plus Credit Adjustment Spread (“CAS”) and is payable at each quarter end date.
As of March 31, 2023, the outstanding balance of this facility was $173,200.
| j) | $120.0 Million Sale and Leaseback agreements—CMBFL Four Vessels |
On August 26, 2021, the Company via its subsidiaries Global Ship Lease 68 LLC, Global Ship Lease 69 LLC, Global Ship Lease 70 LLC and Global Ship Lease 71 LLC, entered into four $30,000 sale and leaseback agreements with CMB Financial Leasing Co. Ltd. (“CMBFL”) to finance the acquisition of the Four Vessels. As at September 30, 2021, the Company had drawdown a total of $90,000. The drawdown for the fourth vessel, amounting to $30,000, took place on October 13, 2021 together with the delivery of this vessel. The Company has a purchase obligation to acquire the Four Vessels at the end of their lease terms and under ASC 842-40, the transaction has been accounted for as a failed sale. In accordance with ASC 842-40, the Company did not derecognize the respective vessels from its balance sheet and accounted for the amounts received under the sale and leaseback agreement as financial liabilities.
F-20
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 6. | Long-Term Debt (continued) |
| j) | $120.0 Million Sale and Leaseback agreements—CMBFL Four Vessels (continued) |
Each sale and leaseback agreement is repayable in 12 equal consecutive quarterly instalments of $1,587.5 and 12 equal consecutive quarterly instalments of $329.2 with a repurchase obligation of $7,000 on the final repayment date.
The sale and leaseback agreements for the three vessels mature in September 2027 and for the fourth vessel in October 2027 and bear interest at LIBOR plus a margin of 3.25% per annum payable quarterly in arrears.
As of March 31, 2023, the outstanding balance of these sale and lease back agreements was $83,488.
| k) | $54.0 Million Sale and Leaseback agreement—CMBFL |
On May 20, 2021, the Company via its subsidiary Telemachus Marine LLC entered into a $54,000 sale and leaseback agreement with CMB Financial Leasing Co. Ltd. (“CMBFL”) to refinance one of the three previous tranches of the $180,500 Deutsche, CIT, HCOB, Entrust, Blue Ocean Credit Facility, that had a maturity date on June 30, 2022, of an amount $46,624. The Company has a purchase obligation to acquire the vessel at the end of the lease term and under ASC 842-40, the transaction has been accounted for as a failed sale. In accordance with ASC 842-40, the Company did not derecognize the respective vessel from its balance sheet and accounted for the amount received under the sale and leaseback agreement as a financial liability.
The sale and leaseback agreement will be repayable in eight equal consecutive quarterly instalments of $2,025 each and 20 equal consecutive quarterly instalments of $891 with a repurchase obligation of $19,980 on the final repayment date.
The sale and leaseback agreement matures in May 2028 and bears interest at LIBOR plus a margin of 3.25% per annum payable quarterly in arrears.
In May 2021, on the actual delivery date of the vessel, the Company drew $54,000, which represented vessel purchase price $75,000 less advanced hire of $21,000, which advanced hire neither bore any interest nor was refundable and was set off against payment of the purchase price payable to the Company by the unrelated third party under this agreement.
As of March 31, 2023, the outstanding balance of this sale and leaseback agreement was $39,825.
| l) | $14.7 Million Sale and Leaseback agreement—Neptune Maritime Leasing |
On May 12, 2021, the Company via its subsidiary GSL Violetta LLC entered into a $14,735 sale and leaseback agreement with Neptune Maritime Leasing (“Neptune”) to finance the acquisition of GSL Violetta delivered in April 2021. The Company has a purchase obligation to acquire the vessel at the end of the lease term and under ASC 842-40, the transaction has been accounted for as a failed sale. In accordance with ASC 842-40, the Company did not derecognize the respective vessel from its balance sheet and accounted for the amount received under the sale and leaseback agreement as a financial liability. In May 2021, the Company drew $14,735 under this agreement.
The sale and leaseback agreement will be repayable in 15 equal consecutive quarterly instalments of $793.87 each and four equal consecutive quarterly instalments of $469.12 with a repurchase obligation of $950 on the last repayment date.
The sale and leaseback agreement matures in February 2026 and bears interest at LIBOR plus a margin of 4.64% per annum payable quarterly in arrears.
As of March 31, 2023, the outstanding balance of this sale and leaseback agreement was $9,177.
F-21
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 6. | Long-Term Debt (continued) |
| m) | $236.2 Million Senior secured loan facility with Hayfin Capital Management, LLP |
On January 7, 2021, the Company entered into the New Hayfin Credit Facility amounting to $236,200, and on January 19, 2021, the Company drew down the full amount under this facility. The proceeds from the New Hayfin Credit Facility, along with cash on hand, were used to optionally redeem in full the outstanding 2022 Notes on January 20, 2021. The New Hayfin Credit Facility matures in January 2026 and bears interest at a rate of LIBOR plus a margin of 7.00% per annum. It is repayable in twenty quarterly instalments of $6,560, along with a balloon payment at maturity. The New Hayfin Credit Facility is secured by, among other things, first priority ship mortgages over 21 of the Company’s vessels, assignments of earnings and insurances of the mortgaged vessels, pledges over certain bank accounts, as well as share pledges over the equity interests of each mortgaged vessel-owning subsidiary. On June 30, 2021, due to the sale of La Tour, the Company additionally repaid $5,831, and the vessel was released as collateral under the Company’s New Hayfin Credit Facility. On June 16, 2022, the Company used a portion of the proceeds from the private placement for the full prepayment of the remaining outstanding balance $197,569 plus a prepayment fee of $11,229.
As of March 31, 2023, the outstanding balance of this facility was $nil.
| n) | Redemption of 8.00% Senior Unsecured Notes due 2024 |
On November 19, 2019, the Company completed the sale of $27,500 aggregate principal amount of its 8.00% Senior Unsecured Notes (the “2024 Notes”) which matured on December 31, 2024. On November 27, 2019, the Company sold an additional $4,125 of 2024 Notes, pursuant the underwriter’s option to purchase such additional 2024 Notes. Interest on the 2024 Notes was payable on the last day of February, May, August and November of each year commencing on February 29, 2020.
The Company had the option to redeem the 2024 Notes for cash, in whole or in part, at any time (i) on or after December 31, 2021 and prior to December 31, 2022, at a price equal to 102% of the principal amount, (ii) on or after December 31, 2022 and prior to December 31, 2023, at a price equal to 101% of the principal amount and (iii) on or after December 31, 2023 and prior to maturity, at a price equal to 100% of the principal amount.
On November 27, 2019, the Company entered into an “At Market Issuance Sales Agreement” with B. Riley FBR, Inc. (the “Agent”) under which and in accordance with the Company’s instructions, the Agent could offer and sell from time to time newly issued 2024 Notes.
In July 2021, the Company agreed to purchase the Twelve Vessels for an aggregate purchase price of $233,890, part of which was financed by the issuance of $35,000 2024 Notes to the sellers. The remaining purchase price was financed by cash on hand and a new syndicated credit facility for a total of $140,000 (see note 6d).
On April 5, 2022 the Company completed the partial redemption of $28,500 aggregate principal amount of the Notes (the “Redeemed Notes”) at a redemption price equal to 102.00% of the principal amount thereof plus accrued and unpaid interest. Upon completion of the redemption the outstanding aggregate principal amount of the 2024 Notes was $89,020. On July 15, 2022, the 2024 Notes were fully repaid by the Company using a portion of the net proceeds from the private placement of $350,000 aggregate principal amount of its 2027 Secured Notes, pursuant to a note purchase agreement, dated June 14, 2022. Total loss on redemption was $2,350 and is recorded within the Consolidated Statements of Income for the year ended December 31, 2022 in line “Interest and other finance expenses”.
As of March 31, 2023, the outstanding aggregate principal amount of the 2024 notes was $nil.
| o) | $38.5 Million Blue Ocean Junior Credit Facility |
On September 19, 2019, the Company entered into a refinancing agreement with Blue Ocean Income Fund LP, Blue Ocean Onshore Fund LP, and Blue Ocean Investments SPC Blue, holders of the outstanding debt of $38,500 relevant to the previous Blue Ocean Credit Facility in order to refinance that existing facility with the only substantive change being to extend maturity at the same date with the Syndicated Senior Secured Credit Facility.
The Company fully drew down the facility on September 23, 2019, and it was scheduled to be repaid in a single instalment on the termination date which fell on September 24, 2024. This facility bears interest at 10.00% per annum.
F-22
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 6. | Long-Term Debt (continued) |
| o) | $38.5 Million Blue Ocean Junior Credit Facility (continued) |
During the year ended December 31, 2021, the Company used a portion of the net proceeds from the at-the-market issuance programs to prepay an amount of $12,295 under this facility plus a prepayment fee of $1,618.
On January 19, 2022, the Company used a portion of the net proceeds from the new facility agreement entered on December 30, 2021, with E.SUN, MICB, Cathay, Taishin, to fully prepay the amount of $26,205 under this facility, plus a prepayment fee of $3,968.
As of March 31, 2023, the outstanding balance of this facility was $nil.
| p) | $59.0 Million Hellenic Bank Credit Facility |
On May 23, 2019, the Company via its subsidiaries, Global Ship Lease 30, 31 and 32 entered into a facility agreement with Hellenic Bank for an amount up to $37,000. Borrowings under the Hellenic Bank Facility were available in tranches and were used in connection with the acquisition of the vessels GSL Eleni, GSL Grania and GSL Kalliopi.
An initial tranche of $13,000 was drawn on May 24, 2019, in connection with the acquisition of the GSL Eleni. The Facility is repayable in 20 equal quarterly instalments of $450 each with a final balloon of $4,000 payable together with the final instalment.
A second tranche of $12,000 was drawn on September 4, 2019, in connection with the acquisition of GSL Grania. The Facility is repayable in 20 equal quarterly instalments of $400 each with a final balloon of $4,000 payable together with the final instalment.
The third tranche of $12,000 was drawn on October 3, 2019, in connection with the acquisition of GSL Kalliopi. The Facility is repayable in 20 equal quarterly instalments of $400 each with a final balloon of $4,000 payable together with the final instalment.
On December 10, 2019, the Company via its subsidiaries Global Ship Lease 33 and 34 entered into an amended and restated loan agreement with Hellenic Bank for an additional facility of amount $22,000 that is to be borrowed in two tranches and to be used in connection with the acquisition of the vessels GSL Vinia and GSL Christel Elisabeth. Both tranches were drawn on December 10, 2019 and are each repayable in 20 equal quarterly instalments of $375 each with a final balloon of $3,500 payable together with the final instalment.
This facility bears interest at LIBOR plus a margin of 3.90% per annum.
On June 24, 2022, the Hellenic Bank credit Facility was fully prepaid by the Company using a portion of the net proceeds from the private placement of $350,000 aggregate principal amount of its 2027 Secured Notes, pursuant to a note purchase agreement, dated June 14, 2022.
As of March 31, 2023, the outstanding balance of this facility was $nil.
| q) | Repayment Schedule |
Maturities of long-term debt for the periods subsequent to March 31, 2023, are as follows:
| Payment due by year ended | Amount | |||
| March 31, 2024 | 185,374 | |||
| March 31, 2025 | 160,932 | |||
| March 31, 2026 | 120,490 | |||
| March 31, 2027 | 260,526 | |||
| March 31, 2028 | 148,276 | |||
| March 31, 2029 and thereafter | 20,871 | |||
|
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|
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| $ | 896,469 | |||
|
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|
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F-23
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 6. | Long-Term Debt (continued) |
| r) | Deferred Financing Costs |
| March 31, 2023 |
December 31, 2022 |
|||||||
| Opening balance | $ | 15,136 | $ | 16,714 | ||||
| Expenditure in the period | — | 9,655 | ||||||
| Amortization included within interest expense | (1,475 | ) | (11,233 | ) | ||||
|
|
|
|
|
|||||
| Closing balance | $ | 13,661 | $ | 15,136 | ||||
|
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|
|||||
For the period ended March 31, 2023, no financing costs were incurred.
During 2022, total costs amounting to $1,066 were incurred in connection with the Syndicated Senior Secured Credit facility (see note 6i), $1,180 in connection with E.SUN, MICB, Cathay, Taishin credit facility (see note 6b) and $7,409 in connection with the 2027 Secured Notes (see note 6a).
For the periods ended March 31, 2023, and 2022, the Company recognized a total of $1,475 and $1,579, respectively, in respect of amortization of deferred financing costs.
| s) | Debt covenants-securities |
Amounts drawn under the facilities listed above are secured by first priority mortgages on certain of the Company’s vessels and other collateral. The credit facilities contain a number of restrictive covenants that limit the Company from, among other things: incurring or guaranteeing indebtedness; charging, pledging or encumbering the vessels; and changing the flag, class, management or ownership of the vessel owning entities. The credit facilities also require the vessels to comply with the ISM Code and ISPS Code and to maintain valid safety management certificates and documents of compliance at all times. Additionally, specific credit facilities require compliance with a number of financial covenants including asset cover ratios and minimum liquidity and corporate guarantor requirements. Among other events, it will be an event of default under the credit facilities if the financial covenants are not complied with or remedied.
As of March 31, 2023, and December 31, 2022, the Company was in compliance with its debt covenants.
| 7. | Related Party Transactions |
CMA CGM was presented as a related party as it was a shareholder, owning Class A common shares of the Company. As of May 27, 2022, CMA CGM following the sale of its shares, is not anymore Company’s shareholder. Related party revenue and expenses recorded on interim unaudited condensed Consolidated Statements of Income for CMA CGM are up to May 27, 2022. As of March 31, 2022, CMA CGM had 8.3% share of voting rights in the Company.
Time Charter Agreements
A number of the Company’s time charter arrangements were with CMA CGM, representing 27.96% of gross revenues for the three months period ended March 31, 2022, that was considered to be a related party. Under these time charters, hire was payable in advance and the daily rate is fixed for the duration of the charter. Related party revenues generated from charters to CMA CGM are disclosed separately in the interim unaudited condensed Consolidated Statements of Income.
F-24
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 7. | Related Party Transactions (continued) |
Ship Management Agreements
Technomar Shipping Inc. (“Technomar”) is presented as a related party, as the Company’s Executive Chairman is a significant shareholder. The Company has currently a number of ship management agreements with Technomar under which the ship manager is responsible for all day-to-day ship management, including crewing, purchasing stores, lubricating oils and spare parts, paying wages, pensions and insurance for the crew, and organizing other ship operating necessities, including the arrangement and management of dry-docking. As of March 31, 2023, and December 31, 2022, Technomar provided all day-to-day technical ship management services for all but five (excluding GSL Amstel which was sold in March 23, 2023) of the Twelve Vessels which were delivered in July 2021. From third quarter of 2023 and onwards Technomar will manage the five vessels. The management fees charged to the Company by third party managers for the three months ended March 31, 2023, and 2022, amounted to $386 and $368, respectively, and are shown in “Vessel operating expenses” in the interim unaudited condensed Consolidated Statements of Income. Technomar continues to supervise management for the five outsourced vessels.
The management fees charged to the Company by Technomar for the three months ended March 31, 2023, amounted to $4,345 (three months ended March 31, 2022 - $4,379) and are shown under “Vessel operating expenses-related parties” in the interim unaudited condensed Consolidated Statements of Income. Additionally, as of March 31, 2023, outstanding receivables due from Technomar totaling $1,050 are presented under “Due from related parties” (December 31, 2022 - $673).
Conchart Commercial Inc. (“Conchart”) provides commercial management services to the Company pursuant to commercial management agreements. The Company’s Executive Chairman is the sole beneficial owner of Conchart. Under the management agreements, Conchart, is responsible for (i) marketing of the Company’s vessels, (ii) seeking and negotiating employment of the Company’s vessels, (iii) advise the Company on market developments, developments of new rules and regulations, (iv) assisting in calculation of hires, freights, demurrage and/or dispatch monies and collection any sums related to the operation of vessels, (v) communicating with agents, and (vi) negotiating sale and purchase transactions. For the 19 vessels that the Company acquired as a result of the Poseidon Transaction, excluding the Argos, the agreements were effective from the date of the completion of the Poseidon Transaction; for the 19 vessels that were owned by the Company prior to the consummation of the Poseidon Transaction till refinance of 2022 Notes which took place on January 2021, an EBSA agreement was in place that was terminated and replaced with commercial management agreements also same agreements applied to all vessels that have been delivered; for all new acquired vessels during 2019 and going forward, the agreements were effective upon acquisition.
The fees charged to the Company by Conchart for the three months ended March 31, 2023, amounted to $1,720 (three months ended March 31, 2022: $1,477) and are disclosed within “Time charter and voyage expenses-related parties” in the interim unaudited condensed Consolidated Statements of Income. Any outstanding fees due to Conchart are presented in the interim unaudited condensed Consolidated Balance Sheets under “Due to related parties” totaling to $804 including commission that relates to the sale and purchase price for sale and purchase of GSL Amstel amounting to $137, and $572 as of March 31, 2023, and December 31, 2022, respectively.
The Company as per commercial management agreements has agreed to pay to the commercial manager who shall be named broker in each memorandum of agreement (or equivalent agreement) providing for the sale of all vessels and purchase of some vessels, a commission of 1.00% based on the sale and purchase price for any sale and purchase of a vessel, which shall be payable upon request of the commercial manager.
| 8. | Commitments and Contingencies |
Charter Hire Receivable
The Company has entered time charters for its vessels. The charter hire is fixed for the duration of the charter. The minimum contracted future charter hire receivable, net of address commissions, not allowing for any unscheduled off-hire, assuming expiry at earliest possible dates and assuming options callable by the Company included in the charters are not exercised, for the 64 vessels as at March 31, 2023 is as follows:
F-25
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 8. | Commitments and Contingencies (continued) |
Charter Hire Receivable (continued)
| Period ending | Amount | |||
| March 31, 2024 | $ | 601,287 | ||
| March 31, 2025 | 447,187 | |||
| March 31, 2026 | 284,987 | |||
| March 31, 2027 | 233,900 | |||
| Thereafter | 253,024 | |||
|
|
|
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| Total minimum lease revenue, net of address commissions | $ | 1,820,385 | ||
|
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| 9. | Share Capital |
Common shares
As of March 31, 2023, the Company has one class of Class A common shares.
Restricted stock units or incentive stock units have been granted periodically to the Directors and management, under the Company’s Equity Incentive Plans, as part of their compensation arrangements (see note 10). In April 2020, 184,270 shares were issued under grants made under the 2019 Omnibus Incentive Plan (the “2019 Plan”). In 2021 and 2022, 747,604 and 586,819 Class A common shares were issued under the 2019 Plan, respectively.
During the three months ended March 31, 2023, a further 82,944 Class A common shares were issued under the 2019 Plan.
On January 11, 2021, the Board of Directors approved the initiation of a quarterly cash dividend of $0.12 per Class A Common Share, with effect from the first quarter of 2021.
On January 26, 2021, the Company completed its underwritten public offering of 5,400,000 Class A common shares, at a public offering price of $13.00 per share, for gross proceeds to the Company of approximately $70,200, prior to deducting underwriting discounts, commissions and other offering expenses. The Company intended to use the net proceeds of the offering for funding the expansion of the Company’s fleet, general corporate purposes, and working capital. On February 17, 2021, the Company issued an additional 141,959 Class A common shares in connection with the underwriters’ partial exercise of their option to purchase additional shares (together, the “January 2021 Equity Offering”). The net proceeds the Company received in the January 2021 Equity Offering, after underwriting discounts and commissions and expenses, were approximately $67,758. On September 1, 2021, the Company purchased 521,650 shares and retired them, reducing the issued and outstanding shares. In April 2022, September 2022 and October 2022, the Company repurchased 184,684, 568,835 and 307,121 Class A common shares, respectively, reducing the issued and outstanding shares. During the three-month period ended March 31, 2023, the Company repurchased 582,178 Class A common shares, reducing the issued and outstanding shares. As at March 31, 2023, the Company had 35,491,054 Class A common shares outstanding.
On February 10, 2022, the Company declared a dividend of $0.25 per Class A common share from the earnings of the fourth quarter of 2021 paid on March 4, 2022, to common shareholders of record as of February 22, 2022, amounting to $9,257.
On May 9, 2022, the Company announced a dividend of $0.375 per Class A common share from the earnings of the first quarter of 2022 paid on June 2, 2022, to common shareholders of record as of May 24, 2022, amounting to $13,836.
On August 4, 2022, the Company announced a dividend of $0.375 per Class A common share from the earnings of the second quarter of 2022 paid on September 2, 2022, to common shareholders of record as of August 23, 2022, amounting to $13,856.
On November 9, 2022, the Company announced a dividend of $0.375 per Class A common share from the earnings of the third quarter of 2022 paid on December 2, 2022, to common shareholders of record as of November 22, 2022, amounting to $13,548.
On March 1, 2023, the Company announced a dividend of $0.375 per Class A common share from the earnings of the fourth quarter of 2022 paid on March 6, 2023, to common shareholders of record as of February 22, 2023, amounting to $13,351.
F-26
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 9. | Share Capital (continued) |
Preferred shares
On August 20, 2014, the Company issued 1,400,000 Depositary Shares (the “Depositary Shares”), each of which represents 1/100th of one share of the Company’s 8.75% Series B Cumulative Perpetual Preferred Shares (“Series B Preferred Shares”) representing an interest in 14,000 Series B Preferred Shares, par value $0.01 per share, with a liquidation preference of $2,500.00 per share (equivalent to $25.00 per Depositary Share) (NYSE:GSL-B), priced at $25.00 per Depositary Share. The net proceeds from the offering were $33,497. Dividends are payable at 8.75% per annum in arrears on a quarterly basis. At any time after August 20, 2019 (or within 180 days after the occurrence of a fundamental change), the Series B Preferred Shares may be redeemed, at the discretion of the Company, in whole or in part, at a redemption price of $2,500.00 per share (equivalent to $25.00 per depositary share).
These shares are classified as Equity in the interim unaudited condensed Consolidated Balance Sheets. The dividends payable on the Series B Preferred Shares are presented as a reduction of Retained Earnings in the interim unaudited condensed Consolidated Statements of Changes in Shareholders’ Equity, when and if declared by the Board of Directors. An initial dividend was declared on September 22, 2014, for the third quarter 2014. Subsequent dividends have been declared for all quarters.
On December 10, 2019, the Company entered into At Market Issuance Sales Agreement with B. Riley FBR under which the Company may, from time to time, issue additional Depositary Shares. Pursuant to the Depositary Share ATM Program, in 2019, the Company issued 42,756 Depositary Shares (representing an interest in 428 Series B Preferred Shares) for net proceeds net of offering costs of $856. During year ended December 31, 2020, the Company issued 839,442 Depositary Shares (representing an interest in 8,394 Series B Preferred Shares) for net proceeds net of offering costs of $18,847. During the year ended December 31, 2021, the Company issued 2,076,992 Depositary Shares for net proceeds net of offering costs of $51,234.
On December 29, 2022, the Company entered into a new At Market Issuance Sales Agreement with B. Riley Securities, Inc. (the “Agent”), pursuant to which the Company may offer and sell, from time to time, up to $150,000,000 of its Depositary Shares. This new ATM Agreement terminated and replaced, in its entirety, the former at-the-market program that the Company had in place with the Agent for the Depositary Shares. Up to March 31, 2023, no sales had occurred under the new ATM Agreement.
As of March 31, 2023, there were 4,359,190 Depositary Shares outstanding, representing an interest in 43,592 Series B Preferred Shares.
| 10. | Share-Based Compensation |
On February 4, 2019, the Board of Directors adopted the Global Ship Lease, Inc. 2019 Omnibus Incentive Plan (“the 2019 Plan”).
The purpose of the 2019 Plan is to provide directors, officers and employees, whose initiative and efforts are deemed to be important to the successful conduct of our business, with incentives to (a) enter into and remain in the service of our company or our subsidiaries and affiliates, (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of our company. The 2019 Plan is administered by the Compensation Committee of the Board of Directors or such other committee of the Board of Directors as may be designated by them. Unless terminated earlier by the Board of Directors, the 2019 Plan will expire 10 years from the date on which the 2019 Plan was adopted by the Board of Directors.
Following the adoption of the 2019 Plan, previous plans adopted in 2015 and 2008 were terminated.
In 2019, the Board of Directors approved awards to the Company’s executive officers under the 2019 Plan, providing those executive officers with the opportunity to receive up to 1,359,375 Class A common shares in aggregate. The Board of Directors approved additional awards of 61,625 of Class A common shares to two other employees resulting in a total amount of awards of up to 1,421,000 shares. In July 2021, the Board of Directors approved the issuance of 17,720 shares to one member of senior management as a special bonus.
F-27
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 10. | Share-Based Compensation (continued) |
The 1,421,000 shares of incentive stock may be issued pursuant to the awards, in four tranches. The first tranche was to vest conditioned only on continued service over the three-year period which commenced January 1, 2019. Tranches two, three and four would vest when the Company’s stock price exceeded $8.00, $11.00 and $14.00, respectively, over a 60-day period. The $8.00 threshold was achieved in January 2020, the $11.00 threshold was achieved in January 2021 and the $14.00 threshold was achieved in March 2021. Accordingly, 113,279 incentive shares vested in the year ended December 31, 2019, 317,188 incentive shares vested in the year ended December 31, 2020 and 1,008,253 incentive shares vested in the year ended December 31, 2021. Of the total of 430,467 incentive shares which vested up to December 31, 2020, 184,270 were settled and issued as Class A common shares in April 2020. A further 747,604 Class A common shares were settled and issued during the year ended December 31, 2021. A total of 1,438,720 incentive shares had vested as at December 31, 2021, of which 931,874 and 408,096 had been issued in 2021 and 2022, respectively.
On September 29, 2021, the Compensation Committee and the Board of Directors approved an increase in the aggregate number of Class A common shares available for issuance as awards under the 2019 Plan by 1,600,000 to 3,412,500, and approved new awards to senior management, totalling 1,500,000 shares of incentive stock, in three tranches with a grant date October 1, 2021. The first tranche, representing 55% of the total, is to vest quarterly conditioned only on continued service over the four-year period which commenced October 1, 2021. Tranches two and three, each representing 22.5% of the total, were to vest quarterly up to September 30, 2025, when our stock price exceeded $27.00 and $30.00, respectively, over a 60-day period. The Compensation Committee and Board of Directors also approved an increase the maximum number of Class A common shares that each non-employee director may be granted in any one year to 25,000 and subsequently approved stock-based awards to the then seven non-executive directors totalling 105,000 shares of incentive stock, or 15,000 each, to vest in a similar manner to those awarded to senior management.
During the year ended December 31, 2022, 28,528 unvested share awards were cancelled or withdrawn on the resignations of two directors and an award of 13,780 was made to one new director to vest in a similar manner to the other awards, with the first tranche adjusted for the date of appointment of the director.
As at December 31, 2022, 3,028,972 incentive Class A common shares had been awarded under the 2019 Plan leaving 383,528 Class A common shares available to be awarded under the 2019 Plan.
In March 2023, the Compensation Committee and the Board of Directors, approved an amendment to the stock-based awards agreed in September 2021 for senior management and non-employee directors such that 10% of the second tranche would be forfeit with the remaining 90% vesting from April 2023 and quarterly thereafter with the last such vesting to be October 2025. The price at which the third tranche is to vest was amended to $21.00, over a 60-day period. All other terms of the awards remain unchanged.
During the three months ended March 31, 2023, and, in the years, ended December 31, 2022 and 2021, 175,369, 218,366 and 55,175 incentive shares vested, respectively, under the amended September 2021 awards.
A total of 1,887,630 incentive shares under both plans had vested as at March 31, 2023. Of the total incentive shares which vested under both plans up to March 31, 2023, 285,994 had not been issued.
Share based awards since January 1, 2022, are summarized as follows:
| Restricted Stock Units | ||||||||||||
| Number of Units | ||||||||||||
| Number | Weighted Average Fair Value on Grant Date |
Actual Fair Value on Vesting Date |
||||||||||
| Unvested as at January 1, 2022 | 1,549,825 | $ | 22.35 | n/a | ||||||||
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| Vested in year ended December 31, 2022 | (218,366 | ) | n/a | 19.36 | ||||||||
| Cancelled in May 2022 | (14,748 | ) | n/a | n/a | ||||||||
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| Unvested as at December 31, 2022 | 1,316,711 | $ | 22.35 | n/a | ||||||||
| Vested in three months ended March 31, 2023 | (175,369 | ) | n/a | 18.44 | ||||||||
| Forfeit in March 2023 | (35,775 | ) | n/a | n/a | ||||||||
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| Unvested as at March 31, 2023 | 1,105,567 | $ | 22.35 | n/a | ||||||||
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F-28
Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)
| 10. | Share-Based Compensation (continued) |
Using the graded vesting method of expensing the restricted stock unit grants, the weighted average fair value of the stock units is recognized as compensation costs in the interim unaudited condensed Consolidated Statements of Income over the vesting period. The fair value of the restricted stock units for this purpose is calculated by multiplying the number of stock units by the fair value of the shares at the grant date. The Company has not factored any anticipated forfeiture into these calculations based on the limited number of participants.
For the three months ended March 31, 2023, and 2022, the Company recognized a total of $2,674 (includes $451 effect from the amendment to the stock-based awards) and $3,430, respectively, in respect of stock-based compensation.
| 11. | Earnings per Share |
Under the two-class method, net income, if any, is first reduced by the amount of dividends declared in respect of common shares for the current period, if any, and the remaining earnings are allocated to common shares and participating securities to the extent that each security can share the earnings assuming all earnings for the period are distributed.
Earnings are only allocated to participating securities in a period of net income if, based on the contractual terms, the relevant common shareholders have an obligation to participate in such earnings. As a result, earnings are only be allocated to the Class A common shareholders.
At March 31, 2023 and December 31, 2022, there were 1,105,567 and 1,316,711, respectively, shares of incentive share grants unvested as part of senior management’s and non-executive directors incentive awards approved on September 29, 2021.
| Three months ended March 31, |
||||||||
| 2023 | 2022 | |||||||
| Numerator: | ||||||||
| Net income available to common shareholders | $ | 72,220 | $ | 67,806 | ||||
| Net income available to: | ||||||||
| Class A, basic and diluted | $ | 72,220 | $ | 67,806 | ||||
| Denominator: | ||||||||
| Class A Common shares | ||||||||
| Basic weighted average number of common shares outstanding | 35,696,225 | 36,401,764 | ||||||
| Plus weighted average number of RSUs with service conditions | 747,822 | 32,999 | ||||||
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| Common share and common share equivalents, dilutive | 36,444,047 | 36,434,764 | ||||||
| Basic earnings per share: | ||||||||
| Class A | 2.02 | 1.86 | ||||||
| Diluted earnings per share: | ||||||||
| Class A | 1.98 | 1.86 | ||||||
| 12. | Subsequent events |
From April 1, 2023 and up to May 10, 2023, the Company repurchased a total of 203,140 common shares for a total investment of $3,757.
On May 10, 2023, the Company announced a dividend of $0.375 per Class A common share from the earnings of the first quarter of 2023 to be paid on June 2, 2023, to common shareholders of record as of May 24, 2023.
During May 2023, the Company contracted to purchase four 8,544 TEU vessels for an aggregate purchase price of $123.3 million. The charters are to a leading liner operator for a minimum firm period of 24 months, followed by a 12-month extension at the charterer’s option. The vessels are scheduled for phased delivery during the second and third quarters of 2023. The purchase price is expected to be covered by cash on hand and senior secured debt.
F-29
Exhibit 99.3
Investor and Media Contact:
The IGB Group
Bryan Degnan
646-673-9701
or
Leon Berman
212-477-8438
Global Ship Lease Announces Agreement to Acquire Four Post-Panamax
Containerships on Multi-Year Charters
LONDON, May 8, 2023 – Global Ship Lease, Inc. (NYSE: GSL) (the “Company”) a leading independent owner of containerships, announced today that it has agreed to purchase and charter back four 8,500 TEU Post-Panamax containerships with an average age of approximately 20 years for an aggregate purchase price of $123.3 million. The charters are to a leading liner operator for a minimum firm period of 24 months each, followed by a 12-month extension at the charterer’s option. The vessels are expected to generate aggregate Adjusted EBITDA of approximately $76.6 million over the minimum firm period, implying an attractive average Purchase Price / Annual Adjusted EBITDA multiple of approximately 3.2x. If all options are exercised, the vessels are expected to generate approximately $95.3 million of aggregate Adjusted EBITDA. With these additions, the Company’s fleet will comprise 68 vessels with a total capacity of 375,406 TEU.
The vessels are scheduled for phased delivery during the second and third quarters of 2023, at which point the vessels will be renamed GSL Alexandra, GSL Sofia, GSL Lydia, and GSL Effie. The Company expects to pay for the ships with a combination of cash on hand and senior secured debt. The floating interest rate exposure of the senior secured debt will be covered under the Company’s existing interest rate caps of 0.75% through the fourth quarter of 2026.
“We are pleased to announce the acquisition of these four high-specification, enhanced-efficiency vessels, which both provide GSL with immediate, contracted cash flow from a top-tier counterparty and further increase our fleet’s presence in the in-demand Post-Panamax fleet segment,” said George Youroukos, Executive Chairman of Global Ship Lease. “The transaction offers strong economics, combining predictable contracted cashflows with low residual value risk, consistent with our prior transactions. Additionally, it demonstrates the through-cycle value of our strong balance sheet, deep industry relationships, and disciplined, returns-focused acquisition strategy.”
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.
Prior to this transaction, Global Ship Lease owned 64 containerships, ranging from 2,207 to 11,040 TEU, with an aggregate capacity of 341,230 TEU.
Adjusted to include all charters agreed, up to March 1, 2023, the average remaining term of the Company’s charters as at December 31, 2022, to the mid-point of redelivery, including options under the Company’s control and other than if a redelivery notice has been received, was 2.7 years on a TEU-weighted basis. Contracted revenue on the same basis was $2.09 billion. Contracted revenue was $2.50 billion, including options under charterers’ control and with latest redelivery date, representing a weighted average remaining term of 3.5 years.
Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements provide the Company’s current expectations or forecasts of future events. Forward-looking statements include statements about the Company’s expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “will” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. These forward-looking statements are based on assumptions that may be incorrect, and the Company cannot assure you that the events or expectations 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, including the factors described in “Risk Factors” in the Company’s Annual Report on Form 20-F and the factors and risks the Company describes in subsequent reports filed from time to time with the U.S. Securities and Exchange Commission. Accordingly, you should not unduly rely on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this press release or to reflect the occurrence of unanticipated events.
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