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 August 2019

Commission File Number:  001-34153

Global Ship Lease, Inc.
(Translation of registrant's name into English)
 
c/o Portland House,
Stag Place,
London SW1E 5RS,
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 [X]       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 REPORT ON FORM 6-K
Attached as Exhibit 99.1 to this Report on Form 6-K (this “Report”) is Management’s Discussion and Analysis of Financial Condition and Results of Operations and the unaudited interim consolidated financial statements, and the accompanying notes thereto, for the six months ended June 30, 2019 of Global Ship Lease, Inc. (the “Company”).
The information contained in this Report is hereby incorporated by reference into the Company's registration statement on Form F-3 (File No. 333-231509), filed with the U.S. Securities and Exchange Commission effective May 28, 2019.


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: August 9, 2019
By:
/s/ Ian J. Webber
 
   
Ian J. Webber
 
   
Chief Executive Officer
 
       


Exhibit 99.1
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management’s discussion and analysis of financial condition and results of operations of Global Ship Lease, Inc. for the six month periods ended June 30, 2019 and 2018.  The following discussion and analysis should be read in conjunction with our unaudited  consolidated financial statements and the related notes thereto, included in this report, the discussion and analysis included in our Annual Report on Form 20-F for the year ended December 31, 2018, filed with the U.S. Securities and Exchange Commission, or the SEC, on March 29, 2019, or our Annual Report, and other financial information appearing elsewhere in this report.  We prepare our financial statements in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. The following discussion and analysis contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance.  Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, such as those set forth in the section entitled “Risk Factors” included in our Annual Report.
Unless the context otherwise requires, references to the “Company,” “we,” “us,” “our” or “Global Ship Lease” refer to Global Ship Lease, Inc., “CMA CGM” refers to CMA CGM S.A., currently our principal charterer, “Poseidon Containers” refers to Poseidon Containers Holdings LLC and K&T Marine LLC, collectively, with whom we completed a strategic combination on November 15, 2018 (the “Poseidon Transaction”) pursuant to which we acquired 19 containerships from Poseidon Containers (the “Poseidon Containers Fleet”), Technomar Shipping Inc (“Technomar”) refers to our ship technical manager and ConChart Commercial Inc (“Conchart”) refers to our commercial ship manager. Unless otherwise indicated, all references to “$” and “dollars” in this report are to U.S. dollars. We use the term “TEU”, meaning twenty-foot equivalent unit, the international standard measure of container size, in describing volumes in world container trade and other measures, including the capacity of our containerships, which we also refer to as ships. Unless otherwise indicated, we calculate the average age of our ships on a weighted average basis, based on TEU capacity. All share and per share amounts disclosed in this report give retroactive effect, for all periods presented, to the one-for-eight reverse stock split of our Class A common shares effected on March 25, 2019.
Cautionary Statement Regarding Forward-Looking Statements
This report contains forward-looking statements. Forward-looking statements provide our current expectations or forecasts of future events. Forward-looking statements include statements about our 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. Examples of forward-looking statements in this report include, but are not limited to, statements regarding our disclosure concerning our operations, cash flows, financial position, dividend policy, the anticipated benefits of our strategic transaction with Poseidon Containers, and the likelihood of success in acquiring additional ships to expand our business.
Forward-looking statements appear in a number of places in this report and in our Annual Report, as updated by annual, quarterly and other reports and documents we file with the SEC after the date of this prospectus and that are incorporated by reference herein.
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. Our actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors described in “Risk Factors” in this report. The risks described under “Risk Factors” are not exhaustive. Other sections of this report describe additional factors that could adversely affect our results of operations, financial condition, liquidity and the development of the industries in which we operate. New risks can emerge from time to time, and it is not possible for us to predict all such risks, nor can we assess the impact of all such risks on our business or the extent to which any risks, or combination of risks and other factors, may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, you should not unduly rely on these forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly update or revise any forward-looking statement to reflect circumstances or events after the date of this report or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC after the date of this report.
1


Overview
We are a containership owner, incorporated in the Republic of the Marshall Islands. We commenced operations in December 2007 with a business of owning and chartering out containerships under fixed rate charters to container liner companies.
As of June 30, 2019, we owned 39 containerships and had contracts to acquire two additional ships, with a total capacity of 224,162 TEU for all 41 ships and with an average age, weighted by TEU capacity, of 11.9 years.
We are responsible for the operation and technical management of each ships, which includes crewing, provision of lubricating oils, maintaining the ship, periodic drydocking and performing work required by regulations. The day-to-day crewing and technical management of our ships are provided by our ship managers pursuant to the terms of ship management agreements. Technomar, of which Mr. George Giouroukos, our Executive Chairman, is a significant shareholder, provides day-to-day technical ship management services for all of our ships.  We pay Technomar a daily management fee of Euro 685, payable in U.S. dollars at an agreed rate of exchange, which, in addition to the technical ship management services noted above, includes administrative support services including accounting and financial reporting, treasury management services and legal services. 
The commercial management of our ships includes evaluating possible charter rate and duration of future employment, marketing a ship for such employment, agreeing the detailed terms of a new charter or extension of an existing charter, administering the conduct of the charter including collection of charter-hire where necessary. Commercial management also includes negotiating sale and purchase transactions.  Global Ship Lease Services Limited, our wholly owned subsidiary, (“GSLS”) is the commercial manager for 18 of our ships. It has entered into a Commercial Advisory Services and Exclusive Brokerage Services Agreement (“EBSA”) with Conchart, of which Mr. George Giouroukos, our Executive Chairman, is a significant shareholder, whereby Conchart is appointed to provide commercial advisory and exclusive brokerage services.  GSLS has agreed to pay Conchart a commission of 1.25% on all monies earned under each charter fixture, other than charters with CMA CGM, a commission of 0.75% on new charters with CMA CGM, subject to certain exceptions, and a 1.00% commission on any sale and purchase transaction. The remaining 23 ships in our fleet are or will be subject to a commercial management agreement directly with Conchart, on terms substantially similar to those of the EBSA.
For more information regarding management of our ships, please see “Item 4. Information on the Company—B. Business Overview—Ship Management” in our Annual Report.
Our financial results are largely driven by the following factors:

the continued performance of the charter agreements;

the number of ships in our fleet and their charter rates;

the terms under which we recharter our ships once the existing time charters have expired;

the number of days that our ships are utilized and not subject to drydocking, special surveys or otherwise are off-hire;

our ability to control our costs, including ship operating costs, ship management fees, insurance costs, drydock costs, general, administrative and other expenses and interest and financing costs. Ship operating costs may vary from month to month depending on a number of factors, including the timing of purchases of spares and stores and of crew changes;

impairment of our ships and other non-current assets; and

access to, and the pricing and other terms of, our debt and other financings.
All of our ships are fixed on charters, with a range of short term to long term, and an average remaining term of 3.2 years on a weighted by capacity basis as of June 30, 2019. The charter rate that we will be able to achieve on renewal will be affected by market conditions at that time. As discussed further below, operational matters such as off-hire days for planned maintenance or improvements or for unexpected accidents and incidents affect the actual amount of revenues we receive. If our charterers are unable to make charter payments to us, our results of operations and financial condition will be materially adversely affected. If our existing charters with our charterers were terminated and we were required to recharter at lower rates or if we were unable to find new charters due to market conditions, our results of operations and financial condition would be materially adversely affected.
CMA CGM is our main customer representing 56.8% of our revenue for the six months ended June 30, 2019.  CMA CGM owns 30.7% of our issued Class A common shares, which represent 15.5% of our voting rights. Charter payments from CMA CGM are a major source of operating cash flow. At any given time in the future, the cash resources of CMA CGM may be diminished or exhausted, and we cannot assure you that CMA CGM will be able to make charter payments to us.
2


Operating Fleet
The following table presents summary information about our fleet of 41 ships as of August 9, 2019:
Ship Name
 
Capacity in TEUs
   
Lightweight (tons)
   
Year Built
 
Charterer
 
Earliest
Charter Expiry Date
   
Latest
Charter Expiry Date
   
Daily Charter Rate $
 
CMA CGM Thalassa
   
11,040
     
38,577
     
2008
 
CMA CGM
   
4Q25
     
1Q26
     
47,200
 
UASC Al Khor(1)
   
9,115
     
31,764
     
2015
 
Hapag-Lloyd
   
1Q22
     
2Q22
     
34,000
 
Anthea Y(1)
   
9,115
     
31,890
     
2015
 
COSCO
   
2Q20
     
3Q20
     
39,200
 
Maira XL(1)
   
9,115
     
31,820
     
2015
 
COSCO
   
2Q20
     
3Q20
     
39,200
 
MSC Tianjin
   
8,667
     
34,243
     
2005
 
MSC
   
2Q24
     
3Q24
(2) 
   
(2) 
MSC Qingdao
   
8,667
     
34,305
     
2004
 
MSC
   
2Q24
     
3Q24
(2) 
   
(2) 
GSL Ningbo
   
8,667
     
34,243
     
2004
 
Maersk
   
3Q20
     
3Q20
     
12,400
(3) 
GSL Kalliopi
   
7,849
     
29,245
     
2004
 
Maersk
   
3Q22
     
4Q24
(4) 
   
(4) 
GSL Grania
   
7,849
     
29,261
     
2004
 
Maersk
   
3Q22
     
4Q24
(4) 
   
(4) 
GSL Eleni
   
7,849
     
29,261
     
2004
 
Maersk
   
2Q24
     
3Q24
(4) 
   
(4) 
Mary(1)
   
6,927
     
23,424
     
2013
 
CMA CGM
   
3Q23
     
4Q23
     
25,910
 
Kristina(1)
   
6,927
     
23,424
     
2013
 
CMA CGM
   
2Q24
     
3Q24
     
25,910
 
Katherine(1)
   
6,927
     
23,424
     
2013
 
CMA CGM
   
1Q24
     
2Q24
     
25,910
 
Alexandra(1)
   
6,927
     
23,424
     
2013
 
CMA CGM
   
1Q24
     
2Q24
     
25,910
 
Alexis(1)
   
6,882
     
23,919
     
2015
 
CMA CGM
   
1Q24
     
2Q24
     
25,910
 
Olivia I(1)
   
6,882
     
23,864
     
2015
 
CMA CGM
   
1Q24
     
2Q24
     
25,910
 
CMA CGM Berlioz
   
6,621
     
26,776
     
2001
 
CMA CGM
   
2Q21
     
4Q21
     
34,000
 
Agios Dimitrios
   
6,572
     
24,746
     
2011
 
MSC
   
3Q19
     
4Q23
     
12,500
(5) 
Tasman
   
5,936
     
25,010
     
2000
 
ZIM
   
3Q19
     
3Q19
(6) 
   
11,500
(6) 
Dimitris Y
   
5,936
     
25,010
     
2000
 
ZIM
   
3Q19
     
3Q19
(7) 
   
16,750
(7) 
Ian H
   
5,936
     
25,128
     
2000
 
ZIM
   
1Q21
     
2Q21
     
14,500
 
Dolphin II
   
5,095
     
20,596
     
2007
 
HMM
   
3Q19
(8) 
   
4Q19
(8) 
   
7,700
(8) 
Orca I
   
5,095
     
20,696
     
2006
 
Maersk
   
2Q20
(9) 
   
2Q21
(9) 
   
9,000
(9) 
CMA CGM Alcazar
   
5,089
     
20,087
     
2007
 
CMA CGM
   
4Q20
     
2Q21
     
33,750
 
 CMA CGM Château d’If
   
5,089
     
20,100
     
2007
 
CMA CGM
   
4Q20
     
2Q21
     
33,750
 
 CMA CGM Jamaica
   
4,298
     
17,272
     
2006
 
CMA CGM
   
3Q22
     
1Q23
     
25,350
 
 CMA CGM Sambhar
   
4,045
     
17,355
     
2006
 
CMA CGM
   
3Q22
     
1Q23
     
25,350
 
 CMA CGM America
   
4,045
     
17,355
     
2006
 
CMA CGM
   
3Q22
     
1Q23
     
25,350
 
GSL Valerie
   
2,824
     
11,971
     
2005
 
MSC
   
2Q20
     
3Q20
     
9,000
 
Athena
   
2,762
     
13,538
     
2003
 
MSC
   
1Q20
     
2Q20
     
9,000
 
Maira
   
2,506
     
11,453
     
2000
 
MSC
   
3Q19
     
3Q19
     
8,500
 
Nikolas
   
2,506
     
11,370
     
2000
 
MSC
   
1Q20
     
1Q20
     
9,000
 
Newyorker
   
2,506
     
11,463
     
2001
 
MSC
   
1Q20
     
1Q20
     
9,000
 
CMA CGM La Tour
   
2,272
     
11,742
     
2001
 
CMA CGM
   
3Q19
     
3Q19
     
15,300
 
CMA CGM Manet
   
2,272
     
11,742
     
2001
 
CMA CGM
   
3Q19
     
3Q19
     
15,300
 
CMA CGM Matisse
   
2,262
     
11,676
     
1999
 
CMA CGM
   
3Q19
     
3Q19
     
15,300
 
CMA CGM Utrillo
   
2,262
     
11,676
     
1999
 
CMA CGM
   
3Q19
     
3Q19
     
15,300
 
GSL Keta
   
2,207
     
11,731
     
2003
 
ANL
   
3Q19
     
3Q19
     
8,450
(10) 
GSL Julie
   
2,207
     
11,731
     
2002
 
CMA CGM
   
3Q19
     
4Q19
     
7,200
(11) 
Kumasi
   
2,207
     
11,731
     
2002
 
CMA CGM
   
4Q19
     
1Q21
(12) 
   
9,800
(12) 
Marie Delmas
   
2,207
     
11,731
     
2002
 
CMA CGM
   
4Q19
     
1Q21
(12) 
   
9,800
(12) 
                                                   
(1) Modern design, high reefer capacity fuel efficient ships.
         
(2) Thereafter, five year charter to MSC at implied Adjusted EBITDA (a non-U.S. GAAP financial measure) of $25.6 million per ship for the period.
         
(3) Charterer has exercised its option to extend by 12 months from September 21, 2019 at $18,000 per day.
         
(4) GSL Eleni delivered in 2Q19; GSL Kalliopi and GSL Grania are scheduled to be delivered in 3Q19. GSL Eleni chartered for five years; GSL Kalliopi and GSL Grania chartered for three years plus two successive periods of one year at option of the charterer. Implied Aggregate Adjusted EBITDA of $32.0 million for firm periods, increasing to $47.0 million if all options are exercised.
         
(5) Thereafter, we have the option, callable in 4Q19, to extend for four years at $20,000 per day.
         
(6) Thereafter, a new charter with Maersk Line for 30 - 38 months at an implied Adjusted EBITDA of $5.3 million for the median period. Additional 12 - month extension at charterer’s option, for an additional $4.4 million implied Adjusted EBITDA.
         
(7) Thereafter in direcct continuation, 21-24 months to ZIM at implied Adjusted EBITDA of $4.4 million for the median firm period.
         
(8) Rate increases to $11,500 per day from August 14, 2019.
         
(9) Rate increases to $10,000 per day from June 3, 2020.
         
(10) Thereafter 50-90 days to OOCL at $8,700 per day.
         
(11) $7,200 per day between August 16, 2019 and October 16, 2019, at charterer’s option, with an option in favor of charterer to extend from October 16, 2019 at $8,500 per day for six months plus or minus 30 days.
         
(12) We have the option to extend to December 31, 2020 plus or minus 90 days, at $9,800 per day.
         
3


Recent Developments
In May 2019, we acquired three 2004-built, 7,849 TEU containerships for an aggregate purchase price of $48.5 million. Shortly after  delivery in May 2019, the first ship, GSL Eleni, commenced a five-year charter with Maersk Line. The two remaining ships, GSL Kalliopi and GSL Grania, are expected to be delivered during the third quarter of 2019 and are scheduled to commence three-year charters with Maersk Line, with two consecutive one-year extensions at the charterer’s option. In aggregate, we expect these charters to generate approximately $32.0 million of Adjusted EBITDA for the median firm period and $47.0 million if all options are exercised. A portion of the purchase price will be financed with borrowings under a new five-year $37.0 million senior secured credit facility.
In July 2019, GSL Keta, a 2003-built, 2,207 TEU containership, commenced a new charter with OOCL for minimum 50 days / maximum 90 days at a fixed rate of $8,700 per day.
In July 2019, the Compensation Committee of the Board of Directors approved stock-based awards to our senior management, Messrs. Giouroukos, Webber, Lister and Psaropoulos, under our 2019 Equity Incentive Plan.  See the section of our Annual Report entitled “Item 6. Directors, Senior Management and Employees—B. Compensation” for a description of the terms of our 2019 Equity Incentive Plan.  A total of 1,359,375 shares of restricted stock may be issued pursuant to the awards, in four tranches.  The first tranche is to vest conditioned only on continued service at equal intervals over the three year period commencing January 1, 2019.  Tranches two, three and four will vest when our stock price exceeds $8.00, $11.00 and $14.00, respectively, over a 60 day period.  A total of 489,375 shares have been awarded to Mr. Giouroukos, 398,750 to Mr. Webber and 235,625 to each of Messrs. Lister and Psaropoulos. Tranches one, two, three and four constitute 25%, 15%, 25% and 35%, respectively, of the award to each executive.
At our 2019 Annual Meeting of Shareholders held on August 8, 2019, our shareholders approved the reelection of Messrs. Michael Chalkias and George Giouroukos, Term II Directors, to serve until our 2022 Annual Meeting of Shareholders, and ratified the appointment of PricewaterhouseCoopers S.A. as our independent public accounting firm for the fiscal year ending December 31, 2019.
Critical Accounting Policies
The interim unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates in the application of our accounting policies based on the best assumptions, judgments and opinions of management. Critical accounting policies are those that reflect significant judgments or uncertainties, and potentially result in materially different results under different assumptions and conditions. All significant accounting policies are as described in our Annual Report.
For a further description of our material accounting policies, please see note 2 to the interim unaudited consolidated financial statements included elsewhere in this report.
4

Revenue recognition and related expense
We generate revenue by time chartering out our vessels. Revenue is recorded when services are rendered under a signed charter agreement or with other evidence of an arrangement, the price is fixed or determinable, and collection is reasonably assured.
Revenues are recorded net of address commissions, which represent a discount provided directly to the charterers based on a fixed percentage of the agreed upon charter rate.
Revenues from time chartering of vessels are accounted for as operating leases and are thus recognized on a straight line basis as the average revenue over the rental periods of such charter agreements as service is performed, except for loss generating time charters, in which case the loss is recognized in the period when such loss is determined. A time charter involves placing a vessel at the charterer’s disposal for a period of time during which the charterer uses the vessel in return for the payment of a specified daily hire rate. Any difference between the charter rate invoiced and the time charter revenue recognized is classified as, or released from, deferred revenue within the interim unaudited consolidated balance sheets.
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 agreements, operating costs such as for crews, maintenance and insurance are typically paid by the owner of the vessel whereas voyage expenses primarily consisting of port, canal and bunkers expenses that are unique to a particular charter are paid for by the charterer, except for commissions, which are always paid for by the owner and are included in time charter and voyage expenses as would be provisions for losses on time charters in progress and other miscellaneous owner’s expenses.
Expenses related to our revenue-generating contracts are recognized as incurred. 
Vessels in Operation
Vessels are generally recorded at their historical cost, which consists of the acquisition price and any material expenses incurred upon acquisition. 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 less any negative goodwill, if applicable. Vessels acquired in a corporate transaction accounted for as a business combination are recorded at fair value.
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 six month periods ended June 30, 2019 or 2018. Other borrowing costs are expensed as incurred. 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.
5

Management estimates the residual values of our container ships 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. Up to December 31, 2018, management estimated the residual values of the vessels based on scrap rate of $250 per LWT. Effective January 1, 2019 following management’s consideration of current market trends for scrap rates and historical actual scrap rates, the estimated scrap value per LWT was increased to $400. This change in accounting estimates did not materially affect the interim unaudited Consolidated Statements of Income for the six months ended June 30, 2019.
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 Consolidated Statements of Income.
Vessels acquisitions
The Poseidon Transaction has been accounted for under ASU 2017-01 as an asset acquisition. The vessels acquired on November 15, 2018, were recorded at their fair value, based on valuations obtained from third party independent ship brokers, less negative goodwill arising as a result of the accounting for the overall Poseidon Transaction, allocated pro-rata.
Drydocking
Our vessels are drydocked approximately every five years for their special survey and for major repairs and maintenance that cannot be performed while the vessels are operating. Costs associated with the drydocks are capitalized as a component of the cost of the relevant vessel as they occur and are amortized on a straight line basis over the period to the next anticipated drydock, which are typically at five year intervals. Other expenditures relating to maintenance and repairs are expensed when incurred.
Prior to the completion of the Poseidon Transaction on November 15, 2018, we allocated an element of the purchase price of a vessel to a drydocking component which was amortized on a straight-line basis to the next anticipated drydocking date.
Costs capitalized as part of the drydock include costs directly associated with the special survey of the vessel, its hull and its machinery and for the defouling and repainting of the hull. Any cost of repair to hull or machinery that extends useful life is capitalized. Other repair costs are expensed.
Impairment of Long-lived Assets
Tangible fixed assets, such as vessels, are reviewed individually for impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable. Undiscounted projected operating cash flows are determined for each vessel group, which comprises of 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 applicable (together the “vessel group”) and compared to the carrying value of the vessel group (step one). Within the shipping industry, vessels can be purchased with a charter attached. The value of the charter may be favorable or unfavorable when comparing the contracted charter rate to then current market rates. An impairment charge is recognized when the sum of the expected undiscounted future cash flows from the vessel group over its estimated remaining useful life is less than its carrying amount (step one) and is recorded equal to the amount by which the vessel group’s carrying amount exceeds its fair value, including any applicable charter. Fair value is determined with the assistance from valuations obtained from third party independent ship brokers (step two).
6

The assumptions used involve a considerable degree of estimation. Actual conditions may differ significantly from the assumptions and thus actual cash flows may be significantly different to those estimated with a material effect on the recoverability of each vessel’s carrying amount. The most significant assumptions made for the determination of expected cash flows are:

charter rates on expiry of existing charters, net of address commissions, 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 for each ship thereafter;

off-hire days, which are based on actual off-hire statistics for our fleet;

operating costs, based on current levels escalated over time based on long term trends;

dry docking frequency, duration and cost;

the cost of fitting ballast water treatment systems;

estimated useful life, which is assessed as a total of 30 years from original delivery by the shipyard; and

scrap values.
There were no impairment charges for the six month periods ended June 30, 2019 or 2018.
Fair Value Measurement and Financial Instruments
Financial instruments carried on the balance sheet include cash and cash equivalents, restricted cash, 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.
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
Financial Risk Management: Our activities expose us 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.
7

Credit risk: We closely monitors its credit exposure to customers and counter-parties for credit risk. We have entered into commercial management agreement with Conchart, pursuant to which Conchart has agreed to provide commercial management services to us, including the negotiation, on behalf of the Company, of vessel employment contracts (see note 5). Conchart has policies in place to ensure that it trades with customers and counterparties with an appropriate credit history.
Financial instruments that potentially subject us to concentrations of credit risk are accounts receivable and cash and cash equivalents. We do not believe that our exposure to credit risk is likely to have a material adverse effect on our 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. We monitor cash balances appropriately to meet working capital needs.
Recent Accounting Pronouncements
Relevant recent accounting pronouncements are included in the notes to the interim unaudited consolidated financial statements included elsewhere in this report.
Results of Operations
Financial Results for the Six Months Ended June 30, 2019 Compared to the Six Months Ended June 30, 2018
The following table presents interim unaudited consolidated revenue and expense for the six month periods ended June 30, 2019 and 2018. This information was derived from the unaudited consolidated financial statements of comprehensive income of Global Ship Lease for the respective periods.
 (Expressed in thousands of U.S. dollars)
 
Six months ended
June 30,
 
   
2019
   
2018
 
   
(unaudited)
 
OPERATING REVENUES
           
Time charter revenue
   
55,123
     
10,108
 
Time charter revenue-related parties
   
72,478
     
61,078
 
     
127,601
     
71,186
 
OPERATING EXPENSES:
               
Vessel operating expenses
   
37,532
     
19,881
 
Vessel operating expenses-related parties
   
4,233
     
536
 
Time charter and voyage expenses
   
2,785
     
377
 
Time charter and voyage expenses-related parties
   
850
     
 
Depreciation and amortization
   
21,710
     
16,329
 
General and administrative expenses
   
4,110
     
3,393
 
Operating Income
   
56,381
     
30,670
 
                 
Interest income
   
784
     
620
 
Interest and other financial expense
   
(38,060
)
   
(21,516
)
Other income, net
   
1,236
     
15
 
Total non-operating expense
   
(36,040
)
   
(20,881
)
Income before income taxes
   
20,341
     
9,789
 
Income taxes
   
40
     
(46
)
Net Income
   
20,381
     
9,743
 
Earnings allocated to Series B Preferred Shares
   
(1,532
)
   
(1,531
)
Net Income available to Common Shareholders
   
18,849
     
8,212
 
8

Set out below are selected operational data for the six month periods ended June 30, 2019 and 2018 that we believe may be useful in better understanding our results of operations.
 
   
Six months ended
 
   
June 30,
   
June 30,
 
Days
 
2019
   
2018
 
             
Ownership days
   
6,912
     
3,271
 
Planned offhire - scheduled dry-dock
   
(174
)
   
(31
)
Unplanned offhire
   
(24
)
   
(7
)
Idle time
   
(18
)
   
(13
)
Operating days
   
6,696
     
3,220
 
                 
Utilization
   
96.9
%
   
98.4
%

Revenue and Utilization: The 39 vessel fleet, including GSL Eleni which was purchased on May 28, 2019 and commenced a five-year charter with Maersk Line shortly thereafter, generated revenue from fixed-rate, mainly long-term time-charters of $127.6 million in the six months ended June 30, 2019, up $56.4 million (or 79.2%) on revenue of $71.2 million for the comparative period in 2018. The increase is principally due to the addition of the Poseidon Containers Fleet on November 15, 2018, offset by increased offhire days in the six months ended June 30, 2019, and the GSL Valerie in June 2018, partially offset by reduced revenue from GSL Ningbo as the charter for this vessel renewed at a lower rate in September 2018 together with the reduced revenue from MSC Qingdao as the charter for this vessel was renewed at a reduced rate.
There were 6,696 operating days during the six months ended June 30, 2019, an increase of 108% compared to 3,220 in the comparative period of 2018 due to the purchase of the Poseidon Containers Fleet, the GSL Valerie and the GSL Eleni. The 174 days of planned offhire in the six months ended June 30, 2019 were mainly attributable to one scheduled regulatory dry-docking and four drydockings in progress as of June 30, 2019, primarily for the upgrade of the relevant vessels to increase substantially their effective reefer capacity.
With 18 days idle time for Tasman, GSL Valerie and Orca I until their delivery to their new charterers and 24 days of unplanned offhire days, utilization was 96.9%. In the comparative period of 2018, there were 31 days of planned offhire for scheduled regulatory dry-dockings, 13 idle days for GSL Valerie and seven days of unplanned offhire, giving a utilization of 98.4%.
Vessel Operating Expenses: Vessel operating expenses, which include costs of crew, lubricating oil, repairs, maintenance, insurance and technical management fees, were $41.8 million for the six months ended June 30, 2019, compared to $20.4 million in the prior year period. The increase was due to 3,641 (an increase of 111.3%) additional ownership days as a result of the acquisition of the Poseidon Containers Fleet and the additions of GSL Valerie and GSL Eleni. The average cost per ownership day in the six months ended June 30, 2019 was $6,042, compared to $6,242 for the prior year period, a reduction of $200 per day, or 3.2%.
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 vessel is off-hire or idle and miscellaneous costs associated with a ship’s voyage. Time charter and voyage expenses were $3.6 million for the six months ended June 30, 2019, compared to $0.4 million in the prior year period. The increase was mainly due to the addition of the Poseidon Containers Fleet and GSL Eleni, all of which incur such commission, compared to our legacy ships, where commission is paid only for those which have completed their initial charters to CMA CGM or OOCL and which have been employed on a new charter obtained with the assistance of a broker.
9


Depreciation and amortization: Depreciation and amortization for the six months ended June 30, 2019 was $21.7 million, compared to $16.3 million in the comparative period. The increase is mainly due to the addition of the Poseidon Containers Fleet offset by the effect of lower book values for a number of vessels following an impairment expense charged in December 2018 as well as a change in estimated scrap value per LWT with effect from January 1, 2019 from $250 to $400.
General and Administrative Costs: General and administrative expenses were $4.1 million in the six months ended June 30, 2019, compared to $3.4 million in the comparative period in 2018. The increase was mainly due to an increase in payroll and other costs associated with the Poseidon Transaction.
Interest Expense: Debt as at June 30, 2019 totaled to $875.6 million, comprising of $340.0 million of indebtedness under our 9.875% notes due 2022 (the “2022 Notes”), $24.8 million of indebtedness under a secured term loan, both cross collateralized by 18 vessels, $490.1 million bank debt collateralized by the Poseidon Containers Fleet, $7.7 million drawn under our new $65.0 million secured term loan facility and secured by GSL Valerie and $13.0 million of indebtedness under our new $37.0 million senior secured credit facility for the acquisition of GSL Eleni.
Debt as at June 30, 2018 totaled $404.8 million, comprising $360.0 million outstanding on our 2022 Notes and $44.8 million under the secured term loan.
For the six months ended June 30, 2019, interest expense was $38.1 million, compared to $21.5 million for the six months ended June 30, 2018, with the increase due to the assumption of debt associated with the Poseidon Transaction.
Interest income: Interest income for the six months ended June 30, 2019 was $0.8 million, compared to $0.6 million in the comparative period in 2018.
Other income, net: Other income, net is mainly comprised of gains in bunkers following deliveries and redeliveries of vessels from charterers and passenger income. Other income, net was $1.2 million in the six months ended June 30, 2019, compared to $15,000 in the prior year period; the increase was mainly due to the addition of the Poseidon Containers Fleet.
Taxation: Taxation for the six months ended June 30, 2019 was a charge of $40,000, compared to a credit of $46,000 in the comparative period in 2018.
Earnings Allocated to Preferred Shares: The Series B preferred shares, issued on August 20, 2014, carry a coupon of 8.75%, the cost of which for the six months ended June 30, 2019 was $1.5 million, the same as in the comparative period.
Net Income Available to Common Shareholders: Net income available to common shareholders was $18.9 million for the six months ended June 30, 2019, compared to $8.2 million in the comparative period.
Non-U.S. GAAP Financial Measures
To supplement our financial information presented in accordance with U.S. GAAP, management uses 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. Management believes 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, management believes 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 asset sales, write-offs, contract termination costs or items outside of management’s control.
10


Adjusted EBITDA
Adjusted EBITDA represents net income available to common shareholders before interest income and interest and other financial expense, income taxes, depreciation and amortization and earnings allocated to preferred shares. Adjusted EBITDA is a non-U.S. GAAP quantitative measure used to assist in the assessment of 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.
Adjusted EBITDA is presented herein on a forward-looking basis in certain instances. The Company has not provided a reconciliation of any such forward looking non-U.S. GAAP financial measure to the most directly comparable U.S. GAAP measure because such U.S. GAAP financial measures on a forward-looking basis are not available to us without unreasonable effort.
Adjusted EBITDA (Unaudited)
(Expressed in thousands of U.S. dollars)
   
Six months ended
   
June 30,
June 30,
   
2019
2018
Net income available to Common Shareholders
18,849
8,212
       
Adjust:
Depreciation and amortization
21,710
16,329
 
Interest income
(784)
(620)
 
Interest and other financial expense
38,060
21,516
 
Income taxes
(40)
46
 
Earnings allocated to preferred shares
1,532
1,531
   
 
 
Adjusted EBITDA
79,327
47,014

Adjusted EBITDA was $79.3 million for the six months ended June 30, 2019, up from $47.0 million for the six months ended June 30, 2018, with the increase being mainly due to the addition of the GSL Valerie in June 2018 and the Poseidon Containers Fleet on November 15, 2018.
Liquidity and Capital Resources
Our net cash flow from operating activities derives from revenue received under our charter contracts, which varies directly with the number of vessels under charter, days on-hire and charter rates, less vessel operating expenses including crew costs, lubricating oil costs, costs of repairs and maintenance, insurance premiums, general and administrative expenses, interest and other financing costs. In addition, each of our vessels is subject to a drydock approximately every five years.
One regulatory drydocking was completed by June 30, 2019 and four drydockings were in progress as of June 30, 2019, mainly for substantially increasing reefer capacity.
The main factors affecting operating cash flow in a period are (i) the timing of the receipt of charterhire, which is due to be paid two weeks or one month in advance, (ii) cashflows from any asset sales and purchases, (iii) payments for costs of drydockings and vessel improvements, (iv) the timing of the payment of interest, which is due to be paid semi-annually on May 15 and November 15 each year on our 2022 Notes, and quarterly on our other debt and (v) amortization of our 2022 Notes and other debt.
11


Our liquidity requirements are significant, primarily due to drydocking costs, vessel improvements and debt service requirements. As indicated in the Tabular Disclosure of Contractual Obligations below, minimum amortization of debt for the 12 months ending June 30, 2020 is $75.7 million and interest is $67.1 million, for the 24 months ending June 30, 2022 is $501.0 million and interest is $97.4 million, and for the 24 months ending June 30, 2024 is $298.9 million and interest is $15.9 million.
In addition, we intend to declare and make quarterly dividend payments amounting to approximately $0.8 million per quarter on our Series B Preferred Shares on a perpetual basis. Finally, we may declare and pay dividends on our common shares.
Other than costs for drydocking and vessel improvements, there are no other current material commitments for capital expenditures or other known and reasonably likely material cash requirements other than in respect of our growth strategy. As of August 9, 2019 we had completed the regulatory drydocking for the newly acquired GSL Eleni and three further regulatory drydockings are planned for the remainder of the year including the to-be-acquired GSL Grania and GSL Kalliopi. We had also completed the upgrade of reefer capacity of four ships, one upgrade was in progress and one is planned for fourth quarter 2019.  We have also committed to installing exhaust gas cleaning systems (scrubbers) on three vessels, expected to be completed in the second half 2019.  We have or intend to bring forward and undertake the regulatory drydocking concurrently with the upgrading of six of the nine ships for reefer capacity and scrubbers. We expect a standard regulatory drydocking to cost on average around $1.1 million per ship and incur approximately 20 days offhire, the reefer upgrade is approximately $0.9 million per ship, with approximately 40 days offhire, and the scrubber installation is approximately $4.0 million per ship with approximately 45 days offhire.
All our revenues are denominated in U.S. dollars.  A portion of our expenses is denominated in currencies other than U.S. dollars, principally UK pounds sterling and Euro. As of June 30, 2019, we had $85.3 million in cash and cash equivalents, including restricted cash. Our cash and cash equivalents are mainly held in U.S. dollars, with small amounts of UK pounds sterling, Euros and HK dollars. We regularly review the amount of cash and cash equivalents held in different jurisdictions to determine the amounts necessary to fund our operations and their growth initiatives and amounts needed to service our indebtedness and related obligations. If these amounts are moved out of their original jurisdictions, we may be subject to taxation.
We believe that funds generated by the business and retained will be sufficient to meet our operating needs for the 12 months following the date of this report, including working capital requirements, drydocking costs, interest and debt repayment obligations.
Due to our charter coverage and nature of our operating and financial costs, our cashflows are predictable and visible, at least in the near to medium term. We have policies in place to control treasury activities within the group. For example, all new funding must be approved by our Board of Directors, and cash deposits can only be made with institutions meeting certain credit metrics and up to predetermined limits by institution.
Our floating rate debt is represented by drawings under a number of secured credit facilities. We have in the past, and may in the future, enter into hedging instruments, including interest rate swap agreements, to hedge our cash flows. We would not enter into derivatives for trading or speculative purposes.
12


The following table presents cash flow information derived from the unaudited consolidated statements of cash flows of Global Ship Lease for the six month periods ended June 30, 2019 and 2018.
(expressed in thousands of U.S dollars except share data)
           
             
   
Six months ended
June 30,
 
   
2019
   
2018
 
Cash flows from operating activities:
           
Net income
   
20,381
     
9,743
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
   
21,710
     
16,329
 
Amortization of deferred financing costs
   
1,489
     
2,015
 
Amortization of original issue discount/premium on repurchase of notes
   
405
     
401
 
Amortization of intangible liability/asset-charter agreements
   
947
     
(886
)
Share based compensation
   
-
     
90
 
Changes in operating assets and liabilities:
               
Increase in accounts receivable and other assets
   
(1,746
)
   
(1,336
)
Increase in inventories
   
(194
)
   
(1,866
)
(Decrease) increase in accounts payable and other liabilities
   
789
     
(2,228
)
Decrease in related parties' balances
   
(6,367
)
   
(1,099
)
Decrease in deferred revenue
   
(788
)
   
(510
)
Unrealized foreign exchange loss (gain)
   
10
     
(1
)
Net cash provided by operating activities
   
36,636
     
20,652
 
Cash flows from investing activities:
               
Acquisition of vessels
   
(18,496
)
   
(11,411
)
Cash paid for vessel improvements
   
(6,776
)
   
(150
)
Cash paid for drydockings
   
(696
)
   
(1,227
)
Net cash provided by/(used in) investing activities
   
(25,968
)
   
(12,788
)
Cash flows from financing activities:
               
Proceeds from drawdown of credit facilities
   
13,000
     
-
 
Repayment of credit facilities
   
(26,546
)
   
(10,000
)
Deferred financing costs paid
   
(322
)
   
-
 
Series B Preferred Shares-dividends paid
   
(1,532
)
   
(1,531
)
Net cash used in financing activities
   
(15,400
)
   
(11,531
)
Net increase in cash and cash equivalents and restricted cash
   
(4,732
)
   
(3,667
)
Cash and cash equivalents and restricted cash at beginning of the period
   
90,072
     
73,266
 
Cash and cash equivalents and restricted cash at end of the period
   
85,340
     
69,599
 

Net cash provided by operating activities for the six months ended June 30, 2019 compared to the six months ended June 30, 2018
Net cash provided by operating activities increased by $16.0 million to $36.6 million for the six months ended June 30, 2019, compared to $20.6 million cash provided by operating activities for the six months ended June 30, 2018. The principal reason for the increase is the acquisition of the Poseidon Containers Fleet on November 15, 2018.
The adjustments to reconcile net income to net cash provided by operating activities were $21.7 million of depreciation and amortization, $1.5 million of amortization of deferred financing costs, $0.4 million of amortization of original issue discount/premium on repurchase of notes and $0.9 million of amortization of intangible liability/asset-charter agreements offset by changes in operating assets and liabilities totaling $8.3 million for the six month period ended June 30, 2019 from $1.7 million increase in accounts receivable and other assets, $0.2 million increase in inventories, $0.8 million increase in accounts payable and other liabilities, $6.4 million decrease in related parties' balances, and $0.8 million decrease in deferred revenue. 
13


Cash used in investing activities for the six months ended June 30, 2019 as compared to the six months ended June 30, 2018:
Cash used in investing activities was $26.0 million for the six months ended June 30, 2019, as compared to $12.8 million for the same period in 2018. The principal reason for the increase is additional investment in new ships and additional spend on ship improvements.
Cash used in investing activities for the six months ended June 30, 2019 was the result of (i) $18.5 million for the acquisition of GSL Eleni; (ii) $6.8 million for improvements in reefer capacity; and (iii) $0.7 million for regulatory drydockings.
Cash used in financing activities for the six months ended June 30, 2019 as compared to the six months ended June 30, 2018:
Cash used in financing activities was $15.4 million for the six months ended June 30, 2019, compared to $11.5 million used in the same period of 2018.
Cash used in financing activities for the six months ended June 30, 2019 was the result of (i) $26.5 million amortization of debt; (ii) $0.4 million costs incurred in connection with a new credit facility; and (iii) $1.5 million dividends related to the Series B Preferred Shares, net of $13.0 million proceeds from drawdown under the new $37.0 million senior secured credit facility in relation to the purchase of GSL Eleni.
Indebtedness
Our indebtedness as at June 30, 2019 comprised:
Lender
Dollars in thousands at June 30, 2019
 
Collateral Vessels
 
Interest Rate
 
Installments
Poseidon-DVB Credit Facility
48,832
 
Maira, Nikolas, Newyorker, Mary
 
LIBOR plus 2.85%
 
quarterly installments plus a balloon payment
Poseidon-Credit Agricole Credit Facility
51,611
 
Dolphin II, Athena, Kristina
 
LIBOR plus 2.75%
 
quarterly installments plus a balloon payment
Poseidon-Blue Ocean Credit Facility
23,652
 
Agios Dimitrios
 
LIBOR plus 4.00%
 
quarterly installments plus a balloon payment
Poseidon-ABN-AMRO Credit Facility
61,595
 
Katherine, Orca I
 
LIBOR plus 3.50%
 
quarterly installments plus a balloon payment
Poseidon-ATB Credit Facility
15,472
 
Tasman, Dimitris Y, Ian H
 
LIBOR plus 3.90%
 
quarterly installments plus a balloon payment
Poseidon-Credit Agricole Credit Facility
77,000
 
Alexandra, Alexis, Olivia I
 
LIBOR plus 3.00%(1)
 
quarterly installments plus a balloon payment
Poseidon-Blue Ocean Credit Facility
38,500
 
Alexandra, Alexis, Olivia I
 
10.00% fixed
 
bullet
Poseidon-Deutsche, CIT, Entrust Credit Facility
173,394
 
Al Khor, Anthea Y, Maira XL
 
LIBOR plus 3.00%
 
quarterly installments plus a balloon payment
2022 Notes
340,000
 
All 18 GSL Vessels
 
9.875%
 
$20.0m in 2019, $40.0m in 2020, $35.0m per annum thereafter
CITI Credit Facility
24,800
 
All 18 GSL Vessels
 
LIBOR plus 3.25%
 
$10.0m in 2019 - $14.8m in 2020
Hayfin Secured Term Loan Facility
7,775
 
GSL Valerie
 
LIBOR plus 5.50%
 
bullet
Hellenic Senior Secure Credit Facility
13,000
 
GSL Eleni
 
LIBOR plus 3.90%
 
quarterly installments plus balloon payment
 
875,631
           


(1)
LIBOR plus 3.00% for the first six months up to April 5, 2019, then LIBOR plus 3.25% for the next 12 months up to April 5, 2020 and then LIBOR plus 3.50%
14


Notes
9.875% First Priority Secured Notes due 2022
On October 31, 2017, we issued $360.0 million in aggregate principal amount of our 2022 Notes in a private placement. The 2022 Notes mature on November 15, 2022. Proceeds after the deduction of the original issue discount, but before expenses, amounted to $356.4 million.
Interest on the 2022 Notes is payable semi-annually on May 15 and November 15 of each year, commencing on May 15, 2018. As at June 30, 2019, March 31, 2019 and December 31, 2018 the 2022 Notes were secured by first priority vessel mortgages on the 18 vessels in the legacy Global Ship Lease fleet and by assignments of earnings and insurances, pledges over certain bank accounts, as well as share pledges over each subsidiary owning a Mortgaged Vessel. In addition, the 2022 Notes are fully and unconditionally guaranteed, jointly and severally, by the Company’s 18 vessel owning subsidiaries and Global Ship Lease Services Limited.
We are required to have a minimum cash balance of $20.0 million on each test date, being March 31, June 30, September 30 and December 31 in each year.
We are required to repay $40.0 million each year for the first three years and $35.0 million thereafter, across both the 2022 Notes and the new Citi Credit Facility - see  below. The Citi Credit Facility has minimum fixed amortization whereas as long as amounts are outstanding under that Facility amortization of the 2022 Notes is at the option of the noteholders, who can accept or reject an annual tender offer the Company is obliged to make.  In December 2018, the tender offer was accepted in full and the Company repurchased $20.0 million of the 2022 Notes at a purchase price of 102%. Around the second anniversary of the issue of the 2022 Notes, the Company will further offer to redeem $20.0 million of the 2022 Notes at a purchase price of 102%. Any such offer not accepted will be applied to repay the Citi Credit Facility at par. Should the amount outstanding under the Citi Credit Facility be insufficient to absorb the total amount to be repaid, the excess will be mandatorily redeemed against the 2022 Notes at 102%. Around the third anniversary of the issue of the 2022 Notes, the Company will mandatorily redeem $40.0 million of the 2022 Notes at a purchase price of 102%, less any amount remaining under the Citi Credit Facility. Around the fourth anniversary of the issue of the 2022 Notes, the Company will mandatorily redeem $35.0 million of the 2022 Notes at a purchase price of 102%.
On December 20, 2018, we entered into a first supplemental indenture for the 2022 Notes according to which the date beginning on which the Company is permitted to pay dividends to common shareholders in an aggregate amount per year equal to 50% of the consolidated net profit after taxes of the Company for the preceding financial year, was brought forward from January 1, 2021 to January 1, 2020. Also, certain restrictions were agreed in the increase in the permitted transfer basket and the immediate increase in dividend capacity as a result of completing the Poseidon Transaction, and certain other provisions of the Indenture, among other things, the restricted payment covenant, the arm’s length transaction covenant and the reporting covenant were amended.
15


Optional Redemption
We may redeem the 2022 Notes in whole or in part, at our option, at any time before November 15, 2019, at a redemption price equal to 100% of the principal amount plus a make-whole premium as provided in the indenture. We may redeem the 2022 Notes in whole or in part, at our option, at any time on or after November 15, 2019, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the 2022 Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on November 15 of the years indicated below, subject to the rights of holders of 2022 Notes on the relevant record date to receive interest on the relevant interest payment date:
Year
 
Percentage
 
2019
   
104.938
%
2020
   
102.469
%
2021
   
100.000
%

As of June 30, 2019, the outstanding balance was $337.7 million, net of the outstanding balance of the original issue discount.

Credit Facilities
$52.6 million DVB Credit Facility
In connection with the Poseidon Transaction, we assumed debt outstanding of $51.1 million related to Maira, Nikolas, Newyorker and Mary, provided by DVB Bank SE (“DVB”). The facility agreement is dated July 18, 2017, with initial drawdown amount of $52.6 million and final maturity of December 31, 2020.
The facility has a repayment schedule, along with a cash sweep clause, whereby excess cash flows will be used against the outstanding balance of the facility and will be specifically applied to the prepayment of the balloon instalment up to a specific amount. Tranches A and B, each amounting to $5.5 million, are scheduled to be repaid in four consecutive quarterly instalments of $0.3 million starting from March 31, 2020 and a balloon payment of $4.4 million payable on December 31, 2020. Tranche C, amounting to $5.8 million, is scheduled to be repaid in four consecutive quarterly instalments of $0.3 million starting from March 31, 2020 and a balloon payment of $4.7 million payable on December 31, 2020. Tranche D, of the remaining $35.8 million, is scheduled to be repaid in four consecutive quarterly instalments of $1.1 million starting from March 31, 2020 and a balloon payment of $31.5 million payable also on December 31, 2020. In addition, certain financial covenants will apply starting from January 1, 2020.
The facility bears interest at LIBOR plus a margin of 2.85% per annum.
As of June 30, 2019, the outstanding balance on this facility was $48.8 million.
$55.7 million Credit Agricole Credit Facility
In connection with the Poseidon Transaction, we assumed debt outstanding of $54.0 million relating to Dolphin II, Kristina and Athena, provided by Credit Agricole Corporate and Investment Bank (“Credit Agricole”). The agreement is dated August 11, 2017, with initial drawdown amount of $55.7 million and final maturity of December 31, 2020.
16


The facility has a repayment schedule, along with a cash sweep clause, whereby the excess cash flows will be used against the outstanding balance of the facility and will be specifically applied to the prepayment of the balloon instalment up to a specific amount. Tranche A, amounting to $19.4 million, is scheduled to be repaid in four consecutive quarterly instalments of $0.3 million starting from March 31, 2020 and a balloon payment of $18.0 million payable on December 31, 2020. Tranche B, amounting to $10.5 million, is scheduled to be repaid in four consecutive quarterly instalments of $0.2 million starting from March 31, 2020 and a balloon payment of $9.7 million payable on December 31, 2020. Tranche C, amounting to $25.8 million, is scheduled to be repaid in four consecutive quarterly instalments of $0.8 million starting from March 31, 2020 and a balloon payment of $22.4 million payable also on December 31, 2020. In addition, certain financial covenants will apply starting from January 1, 2020.
This facility bears interest at LIBOR plus a margin of 2.75% per annum.
As of June 30, 2019, the outstanding balance on this facility was $51.6 million.
$24.5 million Blue Ocean Credit Facility
In connection with the Poseidon Transaction, we assume debt outstanding of $24.2 million relating to Agios Dimitrios provided by Blue Ocean Income Fund LP, Blue Ocean Onshore Fund LP, Blue Ocean Investments SPC One and Blue Ocean Investments SPC Three (together, “Blue Ocean”). The agreement is dated August 11, 2017, with initial drawdown amount of $24.5 million and final maturity of December 31, 2020.
The facility has a repayment schedule, along with a cash sweep clause, whereby the excess cash flows will be used against the outstanding balance on the facility and will be specifically applied to the prepayment of the balloon instalment up to a specific amount. The facility is scheduled to be repaid in four consecutive quarterly instalments of $0.6 million starting from March 31, 2020 and a balloon payment of $21.9 million payable on December 31, 2020.
This facility bears interest at LIBOR plus a margin of 4.0% per annum.
As of June 30, 2019, the outstanding balance on this facility was $23.7 million.
$65.3 million ABN AMRO Bank Credit Facility
In connection with the Poseidon Transaction, we assumed debt outstanding of $64.3 million relating to Orca II and Katherine provided by ABN AMRO Bank N.V. The agreement is dated August 30, 2017, with initial drawdown amount of $65.3 million and final maturity of December 31, 2020.
The facility has a repayment schedule, along with a cash sweep clause, whereby the excess cash flows will be used against the outstanding balance on the facility and will be specifically applied to the prepayment of the balloon instalment up to a specific amount. The facility is scheduled to be repaid in four consecutive instalments in the amount of $1.1 million starting from March 31, 2020 plus a balloon instalment of $60.8 million on December 31, 2020.
This facility bears interest at LIBOR plus a margin of 3.42% per annum up to March 31, 2019 and afterwards 3.50% per annum.
As of June 30, 2019, the outstanding balance on this facility was $61.6 million.
$17.1 million Amsterdam Trade Bank N.V. Credit Facility
In connection with the Poseidon Transaction, we assumed debt outstanding of 17.1 million relating to Tasman, Dimitris Y and Ian H provided by Amsterdam Trade Bank N.V. The agreement is dated October 9, 2018 with initial drawdown amount of $17.1 million divided in three tranches of $5.7 million each and final maturity of December 31, 2020.
17


The facility has a repayment schedule along with a cash sweep clause, whereby the excess cash flows will be used against the outstanding balance on the facility and will be specifically applied to the prepayment of the balloon instalment up to a specific amount. Each Tranche is scheduled to be repaid in four consecutive quarterly instalments of $110,000 each, with the first being due on March 31, 2020 and the final together with a balloon payment of $5.3 million on December 31, 2020.
This facility bears interest at LIBOR plus a margin of 3.90% per annum.
As of June 30, 2019, the outstanding balance on this facility was $15.5 million.
$80.0 million Credit Agricole Credit Facility
In connection with the Poseidon Transaction, we assumed debt from the three vessel owning companies of Alexandra, Alexis (previously named UASC Bubiyan) and Olivia I (previously named UASC Yas) on the date of completion of the transaction of $80.0 million with Credit Agricole. The agreement is dated October 3, 2018, with initial drawdown amount of $80.0 million and final maturity of June 30, 2020. An amendment to the agreement was entered into on April 22, 2019, whereby the final maturity date was amended to April 5, 2021 and the number of quarterly repayments increased from six to 10.
The Facility is repayable in 10 equal quarterly instalments of $1.5 million each with a final balloon of $65.0 million payable together with the final instalment.
This facility bears interest at LIBOR plus a margin of 3.00% per annum for the first 6 months, 3.25% for the following 12 months and 3.50% thereafter payable quarterly in arrears.
As of June 30, 2019, the outstanding balance on this facility was $77.0 million.
$38.5 million Blue Ocean Credit Facility
In connection with the Poseidon Transaction, we assumed debt outstanding of $38.5 million relating to Alexandra, Alexis (previously named UASC Bubiyan) and Olivia I (previously named UASC Yas) provided by Blue Ocean. The agreement is dated October 3, 2018, with initial drawdown amount of $38.5 million and final maturity of October 3, 2023.
The Facility is scheduled to be repaid in one instalment at maturity date and bears interest at 10.0% fixed, payable quarterly in arrears.
As of June 30, 2019, the outstanding balance on this facility was $38.5 million.
$180.5 million Deutsche, CIT, Entrust Credit Facility
In connection with the Poseidon Transaction, we assumed debt outstanding of $180.5 million relating to UASC Al Khor, Maira XL and Anthea Y provided by Deutsche Bank AG. The agreement is dated November 9, 2018, with initial drawdown amount of $180.5 million and final maturity of June 30, 2022.
On December 31, 2018, the borrowers entered into a deed of amendment and restatement with the bank. Based on this restatement there was a re-tranche of the facility such that it was split into a senior facility in an amount of $141.9 million (“Senior Facility”) and a junior facility in an amount of $38.6 million (“Junior Facility”). The Lenders of the Senior Facility are Deutsche Bank AG and CIT Bank N.A and the Lenders of the Junior Facility are Deutsche Bank AG, Blue Ocean, and Entrustpermal ICAV. The final maturity of both Facilities (Senior and Junior) is June 30, 2022. In addition to the repayment schedule, a cash sweep mechanism based on a DSCR ratio of 1.10:1 (DSCR ratio is the ratio of Cash Flow to the Cash Flow Debt Service) will apply pro rata against the Senior Facility and the Junior Facility.
18


Senior Facility
The Senior Facility comprised of three tranches. Tranche A relates to Al Khor and is scheduled to be repaid in 14 instalments of $0.9 million with the first such instalment due three months from the utilization date, and a final instalment of $35.1 million. Tranche B relates to Anthea Y and is scheduled to be repaid in 14 instalments of $0.9 million, the first such instalment due three months from the utilization date, and a final instalment of $35.2 million. Tranche C relates to Maira XL and is scheduled to be repaid in 14 instalments of $0.9 million, the first such instalment due three months from the utilization date, and a final instalment of $35.3 million.
The Senior Facility bears interest at LIBOR plus 3.0% payable quarterly in arrears.
As of June 30, 2019, the outstanding balance on the Senior Facility was $136.3 million.
Junior Facility
The Junior Facility comprised of in three Tranches. Tranche A relates to Al Khor and is scheduled to be repaid in 14 instalments of $0.2 million, the first such instalment due three months from the utilization date, and a final instalment of $9.6 million. Tranche B relates to Anthea Y and is scheduled to be repaid in 14 instalments of $0.2 million, the first such instalment due three months from the utilization date, and a final instalment of $9.6 million. Tranche C relates to Maira XL and is scheduled to be repaid in 14 instalments of $0.2 million, the first such instalment due three months from the utilization date, and a final instalment of $9.6 million.
The Junior Facility bears interest at LIBOR plus 10.0% payable quarterly in arrears.
As of June 30, 2019, the outstanding balance on the Junior Facility was $37.1 million.
$54.8 million Citi Credit Facility
On October 26, 2017, and in connection with our 2022 Notes, we entered into a $54.8 loan with Citibank N.A. The loan was drawn down in full on October 31, 2017 and matures no later than October 31, 2020. The interest rate is LIBOR plus a margin of 3.25% and is payable at least quarterly.
Amortization, which may be increased as described above, is payable semi-annually and is a minimum of $20.0 million in each of the first and second years with the balance to be repaid in the third year.
The collateral provided to the 2022 Notes also secures on a first priority basis the Citi Credit Facility. The Company is required to have a minimum cash balance of $20.0 million on each test date, being March 31, June 30, September 30 and December 31 in each year.
The term loan bears interest at LIBOR plus a margin of 3.25%.
As of June 30, 2019, the outstanding balance on this facility was $24.8 million.
$65.0 million Hayfin Secured Term Loan Facility
On September 7, 2018, we agreed a $65.0 million Non-Revolving Secured Term Loan Facility with Hayfin Services LLP, as agent and service agent, and other financial institutions. The facility provides for a secured term loan of up to $65 million, which was available for drawing until May 10, 2019. The facility matures on July 16, 2022. The proceeds of this loan are to be used to finance our acquisition of feeder container vessels with carrying capacities of 1,000 to 3,600 TEU, with such borrowed amounts not to exceed the lower of scrap value, calculated at $400 per lightweight tonne and 65% of the charter free market value of the vessel to be acquired. On September 10, 2018, we drew down approximately $8.1 million in connection with our acquisition of GSL Valerie. The remaining undrawn amount of $56.9 million was cancelled on May 10, 2019.
The facility bears interest at LIBOR plus a margin of 5.5%.
As of June 30, 2019, the outstanding balance of this facility was $7.8 million.
19


$37.0 Hellenic Senior Secured Credit Facility
On May 23, 2019, we entered into a facility agreement with Hellenic Bank Public Company Limited for an amount up to $37.0 million. Borrowings under this facility are available in tranches and are to be used in connection with the acquisition of the vessels GSL Eleni, GSL Kalliopi and GSL Grania.
An initial tranche of $13.0 million 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 $0.5 million each with a final balloon of $4.0 million payable together with the final instalment.
This facility bears interest at LIBOR plus a margin of 3.90% per annum.
As of June 30, 2019, the outstanding balance of this facility was $13.0 million.
Covenants
Certain of our credit facilities have financial covenants, which require us to maintain, among other things:

minimum consolidated liquidity of not less than $12.5 million, or an average of $300,000 per vessel, whichever is higher;

minimum net worth of not less than $50.0 million;

minimum market value of collateral for each credit facility, such that the aggregate market value of the vessels collateralizing the particular credit facility is between 125% and 135%, depending on the particular facility, of the aggregate principal amount outstanding under such credit facility, or, if we do not meet such threshold, to provide additional security to eliminate the shortfall; and

book leverage ratio (the ratio of total borrowings divided by total assets) and value adjusted leverage ratio (the ratio of total interest-bearing debt divided by the value adjusted total assets) of not more than 75%.
The agreements governing our indebtedness also contain undertakings restricting us from, among other things:

incur additional indebtedness or issue certain preferred stock;

make any substantial change to the general nature of our business;

pay dividends on or repay or distribute any dividend or share premium reserve;

redeem or repurchase capital stock;

create or impair certain securities interests, including liens;

transfer or sell certain assets;
20



enter into certain transactions other than arm’s length transactions;

acquire a company, shares or securities or a business or undertaking;

enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction, or sell all or substantially all of our properties or assets;

experience any change in the position of Executive Chairman; and

change the flag, class or technical or commercial management of the vessel mortgaged under such facility or terminate or materially amend the management agreement relating to such vessel.
Our secured credit facilities are generally secured by, among other things:

a first priority mortgage over the relevant collateralized vessels;

first priority assignment of earnings and insurances from the mortgaged vessel s;

pledge of the earnings account of the mortgaged vessel;

pledge of the equity interest of each of the vessel-owning subsidiaries; and

corporate guarantees.
Leverage
As at June 30, 2019, we had a total of $875.6 million of gross debt, comprising $340.0 million of fixed rate debt under our 2022 Notes and $38.5 million under a fixed rate facility in Poseidon, and $497.1 million floating rate debt being $24.8 outstanding under the Citibank Credit Facility, $7.8 million under the $65.0 million Hayfin Secured Term Loan Facility, $13.0 million under our $37.0 million Senior Secured Credit Facility and $451.5 million under the floating rate credit facilities assumed as part of the Poseidon transaction.
As market conditions warrant, we may from time to time, depending upon market conditions and the provisions of the indenture governing the 2022 Notes and of the agreement governing the secured term loan, seek to repurchase debt securities that we have issued or repay loans that we have borrowed, including the 2022 Notes and borrowings under our other credit facilities, in privately-negotiated or open market transactions, by tender offer or otherwise.
Tabular Disclosure of Contractual Obligations
The contractual obligations presented below represent our estimates of future payments under fixed contractual obligations and commitments as at June 30, 2019. These amounts do not include dividends on the Series B Preferred Shares which amount to $3.1 million annually. Changes in our business needs or in interest rates, as well as actions by third parties and other factors, may cause these estimates to change. These estimates are necessarily subjective and our actual payments in future periods are likely to vary from those presented in the table.
21


   
Payment due by period
 
   
(Amounts in millions of U.S. dollars)
 
   
Less than
1 year
   
1-3 years
   
3-5 years
   
More than
5 years
   
Total
 
         
Long-term debt obligations, excluding interest(1)
 
$
$75.7
   
$
$501.0
   
$
$298.9
   
$
$0.0
   
$
$875.6
 
Interest on long-term debt(2)
 
$
67.1
   
$
97.4
   
$
15.9
   
$
0.0
   
$
180.4
 
Ship management agreements(3)
 
$
12.9
   
$
19.8
   
$
0.0
   
$
0.0
   
$
32.7
 
Total
 
$
$155.7
   
$
$618.2
   
$
$314.8
   
$
$0.0
   
$
$1,088.7
 


(1)
Consists of total debt outstanding as at June 30, 2019 of $875.6 million, comprising $340.0 million of indebtedness on our 2022 Notes, $24.8 million of indebtedness under a secured term loan, both cross collateralized by 18 vessels, $490.1 million bank debt collateralized by the Poseidon Containers Fleet, $7.7 million drawn under our $65.0 million secured term loan facility and secured by GSL Valerie and $13.0 million of indebtedness under our new $37.0 million senior secured credit facility for the acquisition of GSL Eleni. The table reflects the annual redemption of the 2022 Notes, as well as scheduled amortization and final repayments of all other credit facilities, excluding future cash sweeps other than $2.1 million which is included in the current portion of long-term debt

(2)
Represents aggregate interest payments at the fixed rate of 9.875% on the 2022 Notes, the fixed rate of 10.00% on the Blue Ocean credit facility and on our floating rate debt at the relevant margin plus LIBOR at 2.5%

(3)
Represents the fees payable to our ship managers for the balance as at June 30, 2019 of the minimum term of 36 months for the ship management agreements with Technomar, at the daily rate of €685 and an exchange rate of 1.137 USD:Euro, inflated at 2.5% annually and brokerage commissions payable to our commercial manager, Conchart, on relevant charters, up to earliest date of delivery. The obligations to our ship managers do not include any amount for the reimbursement of daily operating costs incurred by them on our behalf.


Quantitative and Qualitative Disclosures about Market Risks
Interest Rate Risk
We are exposed to the impact of interest rate changes primarily through our floating-rate borrowings. Significant increases in interest rates could adversely affect our results of operations and our ability to service our own debt. Details of the expected maturity of our borrowings are presented in Tabular Disclosure of Contractual Obligations above.
Sensitivity Analysis
Our analysis of the potential effects of variations in market interest rates is based on a sensitivity analysis, which models the effects of potential market interest rate changes on our financial condition and results of operations. The following sensitivity analysis may have limited use as a benchmark and should not be viewed as a forecast as it does not include a variety of other potential factors that could affect our business as a result of changes in interest rates.
Based on the outstanding balance at June 30, 2019 of our floating rate credit facilities of $497.1 million and ignoring amortization thereon and cash on hand, a hypothetical 1% increase in LIBOR would have the impact of reducing our annual net income, before income taxes, by approximately $5.0 million.
22


Foreign Currency Exchange Risk
The shipping industry’s functional currency is the U.S. dollar. All of our revenues and the majority of our operating costs are in U.S. dollars. In the future, we do not expect to be exposed to any significant extent to the impact of changes in foreign currency exchange rates. Consequently, we do not presently intend to enter into derivative instruments to hedge the foreign currency translation of assets or liabilities or foreign currency transactions or to use financial instruments for trading or other speculative purposes.
Inflation
With the exception of rising costs associated with the employment of international crews for our ships and the impact of global oil prices on the cost of lubricating oil, we do not believe that inflation has had, or is likely in the foreseeable future to have, a significant impact on ship operating expenses, drydocking expenses and general and administrative expenses. For the duration of the global expense agreement, under certain predefined circumstances, we will be able to recover a portion of our ship operating costs above a pre-determined threshold.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

23



GLOBAL SHIP LEASE, INC.

INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2019



GLOBAL SHIP LEASE, INC.
 
Index
  
Page
UNAUDITED CONSOLIDATED BALANCE SHEETS AS AT JUNE 30, 2019 AND DECEMBER 31, 2018
  
F-1
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED JUNE 30, 2019 AND 2018
  
F-2
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2019 AND 2018
  
F-3
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2019 AND 2018
  
F-4
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  
F-5
 

Global Ship Lease, Inc.

Interim Unaudited Consolidated Balance Sheets

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

         
As of
 
   
Note
   
June 30,
2019
   
December 31,
2018
 
ASSETS
                 
CURRENT ASSETS
                 
Cash and cash equivalents
       
$
75,399
   
$
82,059
 
Restricted cash
         
3,367
     
2,186
 
Accounts receivable, net
         
2,944
     
1,927
 
Inventories
         
5,963
     
5,769
 
Prepaid expenses and other current assets
         
7,880
     
6,214
 
Due from related parties
   
5
     
3,982
     
817
 
Total current assets
         
$
99,535
   
$
98,972
 
NON-CURRENT ASSETS
                       
Vessels in operation
   
3
   
$
1,118,049
   
$
1,112,766
 
Other fixed assets
           
2
     
5
 
Intangible assets-charter agreements
           
3,449
     
5,400
 
Deferred charges, net
           
8,730
     
9,569
 
Other non-current assets
           
     
948
 
Restricted cash, net of current portion
           
6,574
     
5,827
 
Total non-current assets
           
1,136,804
     
1,134,515
 
TOTAL ASSETS
         
$
1,236,339
   
$
1,233,487
 
LIABILITIES AND SHAREHOLDERS' EQUITY
                       
CURRENT LIABILITIES
                       
Accounts payable
         
$
8,043
   
$
9,586
 
Accrued liabilities
           
17,943
     
15,407
 
Current portion of long-term debt
   
4
     
75,732
     
64,088
 
Deferred revenue
           
2,330
     
3,118
 
Due to related parties
   
5
     
115
     
3,317
 
Total current liabilities
           
104,163
     
95,516
 
LONG-TERM LIABILITIES
                       
Long-term debt, net of current portion and deferred financing costs
   
4
   
$
789,499
   
$
813,130
 
Intangible liability-charter agreements
           
7,466
     
8,470
 
Deferred tax liability
           
     
9
 
Total non-current liabilities
           
796,965
     
821,609
 
Total liabilities
         
$
901,128
   
$
917,125
 
Commitments and Contingencies
   
6
     
     
 
SHAREHOLDERS' EQUITY
                       
Class A common shares - authorized
214,000,000 shares with a $0.01 par value
9,942,950 shares issued and outstanding (2018 – 9,017,205 shares)
   
7
   
$
99
   
$
90
 
Class B common shares - authorized
20,000,000 shares with a $0.01 par value
nil shares issued and outstanding (2018 – 925,745 shares)
   
7
     
     
9
 
Series B Preferred Shares - authorized
16,100 shares with a $0.01 par value
14,000 shares issued and outstanding (2018 – 14,000 shares)
   
7
     
     
 
Series C Preferred Shares - authorized
250,000 shares with a $0.01 par value
250,000 shares issued and outstanding (2018 - 250,000 shares)
   
7
     
3
     
3
 
Additional paid in capital
           
512,379
     
512,379
 
Accumulated deficit
           
(177,270
)
   
(196,119
)
Total shareholders' equity
           
335,211
     
316,362
 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
         
$
1,236,339
   
$
1,233,487
 


See accompanying notes to interim unaudited consolidated financial statements
F-1

Global Ship Lease, Inc.

Interim Unaudited Consolidated Statements of Income

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

         
Six months ended
June 30,
 
   
Note
   
2019
   
2018
 
OPERATING REVENUES
                 
Time charter revenue
       
$
55,123
   
$
10,108
 
Time charter revenue-related parties
   
5
     
72,478
     
61,078
 
             
127,601
     
71,186
 
OPERATING EXPENSES:
                       
Vessels operating expenses
           
37,532
     
19,881
 
Vessels operating expenses-related parties
   
5
     
4,233
     
536
 
Time charter and voyage expenses
           
2,785
     
377
 
Time charter and voyage expenses-related parties
           
850
     
 
Depreciation and amortization
   
3
     
21,710
     
16,329
 
General and administrative expenses
           
4,110
     
3,393
 
Operating Income
           
56,381
     
30,670
 
                         
Interest income
           
784
     
620
 
Interest and other financial expense
           
(38,060
)
   
(21,516
)
Other income, net
           
1,236
     
15
 
Total non-operating expense
           
(36,040
)
   
(20,881
)
Income before income taxes
           
20,341
     
9,789
 
Income taxes
           
40
     
(46
)
Net Income
         
$
20,381
   
$
9,743
 
Earnings allocated to Series B Preferred Shares
   
7
     
(1,532
)
   
(1,531
)
Net Income available to Common Shareholders
         
$
18,849
   
$
8,212
 
Earnings per Share
                       
Weighted average number of Class A common shares outstanding
                       
Basic and diluted (including RSU’s without service conditions)
   
9
     
9,937,836
     
6,040,792
 
 
                       
Net Income per Class A common share
                       
Basic and diluted (including RSU’s without service conditions)
   
9
   
$
0.82
   
$
1.36
 
 
                       
Weighted average number of Class B common shares outstanding
                       
Basic and diluted
   
9
   
nil
     
925,745
 
                         
Net Income per Class B common share
                       
Basic and diluted 
    9
    $
 nil     $
 nil  
   
   
   
 


See accompanying notes to interim unaudited consolidated financial statements
F-2

Global Ship Lease, Inc.

Interim Unaudited Consolidated Statements of Cash Flows

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

         
Six months ended
June 30,
 
   
Note
   
2019
   
2018
 
Cash flows from operating activities:
                 
Net Income
       
$
20,381
   
$
9,743
 
Adjustments to reconcile net income to net cash provided by operating activities:
                     
Depreciation and amortization
   
3
     
21,710
     
16,329
 
Amortization of deferred financing costs
   
4
     
1,489
     
2,015
 
Amortization of original issue discount / premium on repurchase of notes
   
4
     
405
     
401
 
Amortization of intangible asset/liability-charter agreements
           
947
     
(886
)
Share based compensation
   
8
     
     
90
 
Changes in operating assets and liabilities:
                       
Increase in accounts receivable and other assets
           
(1,746
)
   
(1,336
)
Increase in inventories
           
(194
)
   
(1,866
)
Increase (decrease) in accounts payable and other liabilities
           
789
     
(2,228
)
Decrease in related parties' balances
   
5
     
(6,367
)
   
(1,099
)
Decrease in deferred revenue
           
(788
)
   
(510
)
Unrealized foreign exchange loss (gain)
           
10
     
(1
)
Net cash provided by operating activities
         
$
36,636
   
$
20,652
 
Cash flows from investing activities:
                       
Acquisition of vessels
           
(18,496
)
   
(11,411
)
Cash paid for vessel improvements
           
(6,776
)
   
(150
)
Cash paid for dry-dockings
           
(696
)
   
(1,227
)
Net cash used in investing activities
         
$
(25,968
)
 
$
(12,788
)
Cash flows from financing activities:
                       
Proceeds from drawdown of credit facilities
           
13,000
     
 
Repayment of credit facilities
   
4
     
(26,546
)
   
(10,000
)
Deferred financing costs paid
           
(322
)
   
 
Series B Preferred Shares-dividends paid
   
7
     
(1,532
)
   
(1,531
)
Net cash used in financing activities
         
$
(15,400
)
 
$
(11,531
)
Net decrease in cash and cash equivalents and restricted cash
           
(4,732
)
   
(3,667
)
Cash and cash equivalents and restricted cash at beginning of the period
           
90,072
     
73,266
 
Cash and cash equivalents and restricted cash at end of the period
         
$
85,340
   
$
69,599
 
Supplementary Cash Flow Information:
                       
Cash paid for interest
           
17,375
     
19,937
 
Cash paid for income taxes
           
     
28
 
Non-cash  investing activities:
                       
Unpaid capitalized expenses
           
     
 



See accompanying notes to interim unaudited consolidated financial statements
F-3

Global Ship Lease, Inc.

Interim Unaudited Consolidated Statements of Changes in Shareholders’ Equity

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

   
                   
   
   
Additional paid-in capital
         
 
   
Number of Common Sharesat par value $0.01
   
Number of Series B
Preferred Shares
at par value $0.01
   
Number of Series C
Preferred Shares
at par value $0.01
   
Common Shares
   
Series B
Preferred Shares
   
Series C
Preferred Shares
   
Accumulated Deficit
   
Total
Shareholders' Equity
 
Balance
at December 31, 2017
   
6,876,962
     
14,000
     
   
$
69
   
$
   
$
   
$
387,229
   
$
(135,693
)
 
$
251,605
 
                                                                         
Restricted Stock Units
(Note 8)
   
     
     
     
     
     
     
277
     
     
277
 
Net Income for the period
   
     
     
     
     
     
     
     
4,958
     
4,958
 
Series B Preferred Shares dividend (Note 7)
   
     
     
     
     
     
     
     
(766
)
   
(766
)
Balance
at March 31, 2018
   
6,876,962
     
14,000
     
   
$
69
   
$
   
$
   
$
387,506
   
$
(131,501
)
 
$
256,074
 
                                                                         
Restricted Stock Units
(Note 8)
   
     
     
     
     
     
     
45
     
     
45
 
Net Income for the period
   
     
     
     
     
     
     
     
4,785
     
4,785
 
Series B Preferred Shares dividend (Note 7)
   
     
     
     
     
     
     
     
(765
)
   
(765
)
Balance
at June 30, 2018
   
6,876,962
     
14,000
     
   
$
69
   
$
   
$
   
$
387,551
   
$
(127,481
)
 
$
260,139
 
                                                                         

         
Number of Series B
Preferred Shares
at par value $0.01
   
Number of Series C
Preferred Shares
at par value $0.01
                                     
                           
Additional paid-in capital
             
   
Number of Common Shares at par value $0.01
   
Common Shares
   
Series B
Preferred Shares
   
Series C
Preferred Shares
   
Accumulated Deficit
   
Total
Shareholders' Equity
 
Balance
at December 31, 2018
   
9,942,950
     
14,000
     
250,000
   
$
99
   
$
   
$
3
   
$
512,379
   
$
(196,119
)
 
$
316,362
 
                                                                         
Net Income for the period
   
     
     
     
     
     
     
     
10,818
     
10,818
 
Series B Preferred Shares dividend (Note 7)
   
     
     
     
     
     
     
     
(766
)
   
(766
)
Balance
at March 31, 2019
   
9,942,950
     
14,000
     
250,000
   
$
99
   
$
   
$
3
     
512,379
   
$
(186,067
)
   
326,414
 
                                                                         
Net Income for the period
   
     
     
     
     
     
     
     
9,563
   
$
9,563
 
Series B Preferred Shares dividend (Note 7)
   
     
     
     
     
     
     
     
(766
)
   
(766
)
Balance
at June 30, 2019
   
9,942,950
     
14,000
     
250,000
   
$
99
   
$
   
$
3
   
$
512,379
   
$
(177,270
)
 
$
335,211
 



See accompanying notes to interim unaudited consolidated financial statements
F-4

Global Ship Lease, Inc.
Notes to the Interim Unaudited Consolidated Financial Statements
(Expressed in thousands of U.S. dollars except share data)

1. Description of Business
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. which was then wholly owned by CMA CGM. GSL Holdings, Inc. was the surviving entity, changed its name to Global Ship Lease, Inc. and became listed on The New York Stock Exchange (the “NYSE”).
On November 15, 2018, we 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, which we refer to herein as the “Poseidon Transaction”. References herein to the “GSL Fleet” are to the 19 vessels that were owned by us prior to the consummation of the Poseidon Transaction, and references to the “Poseidon Fleet” are to the 19 vessels that we acquired as a result of the Poseidon Transaction, excluding the Argos.
On March 25, 2019, the Company’s common shares began trading on a reverse-split-adjusted basis, following approval received from the Company’s shareholders at a Special Meeting held on March 20, 2019 and subsequently approval from the Company’s Board of Directors to reverse split the Company’s common shares at a ratio of one-for-eight.
The Class A common shares and Class B common shares per share amounts disclosed in the interim unaudited consolidated financial statements and notes give effect to the reverse stock split retroactively, for all periods presented.
The Company’s business is to own and charter out containerships to leading liner companies. As of June 30, 2019, the Company owned 39 vessels and had contracts to acquire two additional vessels, with average age weighted by TEU capacity of 11.9 years.
The following table provides information about the vessels:

Company Name (1)
Fleet
Country of
Incorporation
Vessel 
Name
Capacity in TEUs
(2)
Year Built
Earliest 
Charter Expiry Date
Global Ship Lease 3 Limited
GSL
Cyprus
CMA CGM Matisse
2,262
1999
3Q19
Global Ship Lease 4 Limited
GSL
Cyprus
CMA CGM Utrillo
2,262
1999
3Q19
Global Ship Lease 5 Limited
GSL
Cyprus
GSL Keta
2,207
2003
3Q19(3)
Global Ship Lease 6 Limited
GSL
Cyprus
GSL Julie
2,207
2002
3Q19(4)
Global Ship Lease 7 Limited
GSL
Cyprus
Kumasi
2,207
2002
4Q19(5)
Global Ship Lease 8 Limited
GSL
Cyprus
Marie Delmas
2,207
2002
4Q19(5)
Global Ship Lease 9 Limited
GSL
Cyprus
CMA CGM La Tour
2,272
2001
3Q19
Global Ship Lease 10 Limited
GSL
Cyprus
CMA CGM Manet
2,272
2001
3Q19
Global Ship Lease 12 Limited
GSL
Cyprus
CMA CGM Château d’If
5,089
2007
4Q20
Global Ship Lease 13 Limited
GSL
Cyprus
CMA CGM Thalassa
11,040
2008
4Q25
Global Ship Lease 14 Limited
GSL
Cyprus
CMA CGM Jamaica
4,298
2006
3Q22
Global Ship Lease 15 Limited
GSL
Cyprus
CMA CGM Sambhar
4,045
2006
3Q22
Global Ship Lease 16 Limited
GSL
Cyprus
CMA CGM America
4,045
2006
3Q22
Global Ship Lease 20 Limited
GSL
Hong Kong
MSC Tianjin
8,667
2005
2Q24(6)
Global Ship Lease 21 Limited
GSL
Hong Kong
MSC Qingdao
8,667
2004
2Q24(6)
Global Ship Lease 22 Limited
GSL
Hong Kong
GSL Ningbo
8,667
2004
3Q19(7)
Global Ship Lease 23 Limited
GSL
Hong Kong
CMA CGM Berlioz
6,621
2001
2Q21
Global Ship Lease 26 Limited
GSL
Hong Kong
GSL Valerie
2,824
2005
2Q20
Global Ship Lease 30 Limited
Marshall Islands
GSL Eleni
7,849
2004
2Q24(8)
Global Ship Lease 31 Limited
Marshall Islands
GSL Grania
7,849
2004
—(8)
Global Ship Lease 32 Limited
Marshall Islands
GSL Kalliopi
7,849
2004
—(8)
GSL Alcazar Inc.
GSL
Marshall Islands
CMA CGM Alcazar
5,089
2007
4Q20


F-5



Global Ship Lease, Inc.
Notes to the Interim Unaudited Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)

1.
Description of Business (continued)
Company Name (1)
Fleet
Country of
Incorporation
Vessel
Name
Capacity in TEUs
(2)
Year Built
Earliest 
Charter Expiry Date
Aris Marine LLC
Poseidon
Marshall Islands
Maira
2,506
2000
3Q19
Aphrodite Marine LLC
Poseidon
Marshall Islands
Nikolas
2,506
2000
1Q20
Athena Marine LLC
Poseidon
Marshall Islands
Newyorker
2,506
2001
1Q20
Hephaestus Marine LLC
Poseidon
Marshall Islands
Dolphin II
5,095
2007
3Q19(14)
Pericles Marine LLC
Poseidon
Marshall Islands
Athena
2,762
2003
1Q20
Zeus One Marine LLC
Poseidon
Marshall Islands
Orca I
5,095
2006
2Q20(9)
Leonidas Marine LLC
Poseidon
Marshall Islands
Agios Dimitrios
6,572
2011
3Q19(10)
Alexander Marine LLC
Poseidon
Marshall Islands
Mary
6,927
2013
3Q23
Hector Marine LLC
Poseidon
Marshall Islands
Kristina
6,927
2013
2Q24
Ikaros Marine LLC
Poseidon
Marshall Islands
Katherine
6,927
2013
1Q24
Tasman Marine LLC
Poseidon
Marshall Islands
Tasman
5,936
2000
3Q19(11)
Hudson Marine LLC
Poseidon
Marshall Islands
Dimitris Y
5,936
2000
3Q19(12)
Drake Marine LLC
Poseidon
Marshall Islands
Ian H
5,936
2000
1Q21(13)
Phillipos Marine LLC
Poseidon
Marshall Islands
Alexandra
6,927
2013
1Q24
Aristoteles Marine LLC
Poseidon
Marshall Islands
Alexis
6,882
2015
1Q24
Menelaos Marine LLC
Poseidon
Marshall Islands
Olivia I
6,882
2015
1Q24
Laertis Marine LLC
Poseidon
Marshall Islands
UASC Al Khor
9,115
2015
1Q22
Penelope Marine LLC
Poseidon
Marshall Islands
Maira XL
9,115
2015
2Q20
Telemachus Marine LLC
Poseidon
Marshall Islands
Anthea Y
9,115
2015
2Q20

(1) All subsidiaries are 100% owned, either directly or indirectly;      
(2) Twenty-foot Equivalent Units;
(3) Thereafter 50 – 90 days to OOCL at $8,700 per day;
(4) $7,200 per day to between August 16, 2019 and October 16, 2019, at charterer’s option, with an option in favor of charterer to extend from October 16, 2019 at $8,500 per day for six months plus or minus 30 days;
(5) Option at $9,800 per day to December 31, 2020 plus or minus 90 days, callable by us;
(6)  Five year charter at implied adjusted EBITDA of $25.6 million per vessel for the period;
(7) Charterer has the option to extend by 12 months plus or minus 45 days from September 21, 2019 at $18,000 per day;
(8) GSL Eleni delivered in 2Q19; GSL Kalliopi and GSL Grania are scheduled to deliver in 3Q19. GSL Eleni chartered for five years; GSL Kalliopi and GSL Grania chartered for three years plus two successive periods of one year at option of charterer. Implied Aggregate Adjusted EBITDA of $32.0 million for firm periods, increasing to $47.0 million if all options are exercised;
(9) Rate increases to $10,000 per day from June 3, 2020;
(10) Thereafter, option for four years at $20,000 per day, callable by us in 4Q19;
(11) Thereafter, new charter with Maersk Line for 30 - 38 months at implied Adjusted EBITDA of $5.3 million for the median period. Additional 12-month extension at charterer's option, for an additional $4.4 million implied Adjusted EBITDA;
(12) Thereafter 21-24 months to ZIM at implied Adjusted EBITDA of $4.4 million  for the period;
(13) 21-24 months to ZIM at implied Adjusted EBITDA of $4.4 million  for the period;
(14) Rate increases to $11,500 per day from August 14, 2019.
 


F-6



Global Ship Lease, Inc.
Notes to the Interim Unaudited Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)

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 interim 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 consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements as of December 31, 2018 filed with the Securities and Exchange Commission on March 29, 2019 in the Company’s Annual Report on Form 20-F. Certain comparative figures have been reclassified to conform to changes in presentation in the current period.
Adoption of new accounting standards
On January 1, 2019, the Company adopted the requirements of ASU 2016-02 ”Leases”  (“ASC 842” or “the new lease standard”), applying the alternative transition method, which is consistent, with the approach the Company elected under the new revenue standard adopted as of January 1, 2018.  The Company has elected to adopt the practical expedient for lessors to combine lease and non-lease components of revenue earned by its vessels under time charter agreements classified as operating leases. A time charter involves placing a vessel at the charterer’s disposal for a period of time during which the charterer uses the vessel, in return for the payment of a specified daily hire rate. Under time charters, operating costs such as for crews, maintenance and insurance are typically paid by the owner of the vessel. The performance obligations in a time charter contract are satisfied over the term of the contract beginning when the vessel is delivered to the charterer until it is redelivered back to the Company. All of the Company’s time charter agreements provide for fixed consideration. The revenue earned under time charter contracts is not negotiated in separate components. The Company assessed that the lease component included in its time charter contracts, if accounted separately, would be classified as an operating lease. In addition, the timing and pattern of transfer of the non-lease component and the associated lease component in a time charter are the same. All of the Company’s revenues for the six months ended June 30, 2019 and 2018 derive from time charter agreements that are classified as operating leases.
The Company believes that combining the lease and non-lease components provides for more meaningful financial reporting as it is more reflective of the predominant component in the time charter contracts that is the lease component.
As a result of this adoption, there was no cumulative impact to the Company’s retained earnings at January 1, 2019. The comparative information has not been recasted and continues to be reported under the accounting standards in effect for those periods (ASC 840), including disclosure requirements.
Counterparty risk
The majority of the Company’s revenues are derived from charters to CMA CGM. The Company is consequently highly dependent on the performance by CMA CGM of its obligations under these charters. The container shipping industry is volatile and is currently experiencing a sustained cyclical downturn. Many container shipping companies have reported financial losses.
If CMA CGM ceases doing business or fails to perform its obligations under the charters, the Company’s business, financial position and results of operations would be materially adversely affected as it is probable that, even if the Company was able to find replacement charters, such replacement charters would be at significantly lower daily rates and shorter durations. If such events occur, there would be significant uncertainty about the Company’s ability to continue as a going concern. No customer other than CMA CGM accounted for more than 10% of operating revenue for the six months ended June 30, 2019.
These interim unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The interim unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, nor to the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern.
F-7




Global Ship Lease, Inc.
Notes to the Interim Unaudited Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)

2.
Summary of Significant Accounting Policies and Disclosures (continued)

(b)
Principles of Consolidation
The accompanying interim unaudited 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 consolidated financial statements.
(c) Vessels in operation
Vessels are generally recorded at their historical cost, which consists of the acquisition price and any material expenses incurred upon acquisition. 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 less any negative goodwill, if applicable. 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 six months ended June 30, 2019 and the year ended December 31, 2018, respectively. Other borrowing costs are expensed as incurred. 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 our 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. Up to December 31, 2018, management estimated the residual values of its vessels based on scrap rate of $250 per LWT. Effective January 1, 2019 following management’s consideration of current market trends for scrap rates and historical scrap rates of the residual values of the Company’s vessels, the estimated scrap value per LWT was increased to $400. This change in accounting estimates did not materially affect the statements of income and the loss per share of the Company for the six months ended June 30, 2019.
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 Consolidated Statements of Income.
Vessels acquisitions
The Poseidon Transaction has been accounted for under ASU 2017-01 as an asset acquisition. The vessels acquired on November 15, 2018, described in note 1, were recorded at their fair value, based on valuations obtained from third party independent ship brokers, less negative goodwill arising as a result of the accounting for the overall Poseidon Transaction, allocated pro-rata. The following table summarizes the accounting for the Poseidon Transaction, including the fair value of the stock-based consideration given:
F-8



Global Ship Lease, Inc.
Notes to the Interim Unaudited Consolidated Financial Statements (continued)
(Expressed in thousands of U.S. dollars except share data)

2.
Summary of Significant Accounting Policies and Disclosures (continued)
(c)
Vessels in operation (continued)

Assets and Liabilities Acquired
 
Amount
 
Vessels fair value as of November 15, 2018
 
$
761,248
 
Negative goodwill allocated pro-rata to the vessels acquired
   
(143,726
)
Vessels fair value recognized as of November 15, 2018 (see note 3)
   
617,522
 
Cash and cash equivalents