Global Ship Lease, Inc.
|
(Translation of registrant's name into English)
|
c/o Global Ship Lease Services Ltd.
25 Wilton Road
London SW1V 1LW
United Kingdom
|
(Address of principal executive office)
|
GLOBAL SHIP LEASE, INC.
|
||
(registrant)
|
||
Dated: May 13, 2020
|
By:
|
/s/ Ian J. Webber
|
Ian J. Webber
|
||
Chief Executive Officer
|
||
Three
months ended
March 31, 2020
|
Three
months ended
March 31, 2019
|
||
Operating Revenues (1)
|
70,947
|
64,514
|
|
Operating Income
|
20,396
|
28,796
|
|
Net Income (2)
|
621
|
9,623
|
|
Adjusted EBITDA(3)
|
39,550
|
40,098
|
|
Normalized Net Income(3)
|
10,477
|
9,623
|
Three months ended
|
Year ended
|
||||||
Mar 31,
|
Mar 31,
|
Dec 31,
|
Dec 31,
|
Dec 31,
|
Dec 31,
|
Dec 31,
|
|
Days
|
2020
|
2019
|
2019
|
2018
|
2017
|
2016
|
2015
|
Ownership days
|
4,016
|
3,420
|
14,326
|
7,675
|
6,570
|
6,588
|
6,893
|
Planned offhire - scheduled drydockings
|
(224)
|
0
|
(537)
|
(34)
|
(62)
|
(100)
|
(9)
|
Unplanned offhire
|
(39)
|
(5)
|
(105)
|
(17)
|
(40)
|
(3)
|
(7)
|
Idle time
|
(56)
|
0
|
(164)
|
(47)
|
0
|
0
|
(13)
|
Operating days
|
3,697
|
3,415
|
13,520
|
7,577
|
6,468
|
6,485
|
6,864
|
Utilization
|
92.1%
|
99.8%
|
94.4%
|
98.7%
|
98.4%
|
98.4%
|
99.6%
|
Vessel 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
|
2Q20
|
39,200
|
Maira XL(1)
|
9,115
|
31,820
|
2015
|
COSCO
|
3Q20
|
3Q20
|
39,200
|
MSC Tianjin (2)
|
8,603
|
34,325
|
2005
|
MSC
|
2Q24
|
3Q24
|
Confidential
|
MSC Qingdao (2)
|
8,603
|
34,305
|
2004
|
MSC
|
2Q24
|
3Q24
|
Confidential
|
GSL Ningbo
|
8,603
|
34,340
|
2004
|
Maersk
|
3Q20
|
4Q20
|
18,000
|
GSL Eleni
|
7,847
|
29,261
|
2004
|
Maersk
|
3Q24
|
4Q24(3)
|
Confidential
|
GSL Kalliopi
|
7,847
|
29,105
|
2004
|
Maersk
|
4Q22
|
4Q24(3)
|
Confidential
|
GSL Grania
|
7,847
|
29,190
|
2004
|
Maersk
|
3Q22
|
4Q24(3)
|
Confidential
|
Mary(1)
|
6,927
|
23,424
|
2013
|
CMA CGM
|
3Q23
|
4Q23
|
25,910
|
Kristina(1)
|
6,927
|
23,421
|
2013
|
CMA CGM
|
2Q24
|
3Q24
|
25,910
|
Katherine (1)
|
6,927
|
23,403
|
2013
|
CMA CGM
|
1Q24
|
2Q24
|
25,910
|
Alexandra (1)
|
6,927
|
23,348
|
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
|
4Q23
|
1Q24
|
20,000
|
New Purchase One
|
6,422
|
27,954
|
2002
|
Confidential
|
2Q20
|
3Q20
|
Confidential (4)
|
New Purchase Two
|
6,422
|
28,070
|
2002
|
Confidential
|
2Q20
|
4Q20
|
Confidential (4)
|
GSL Vinia
|
6,080
|
23,737
|
2004
|
Confidential
|
2Q24
|
1Q25
|
Confidential (5)
|
GSL Christel Elisabeth
|
6,080
|
23,745
|
2004
|
Confidential
|
2Q24
|
1Q25
|
Confidential (5)
|
Tasman
|
5,936
|
25,010
|
2000
|
Maersk
|
2Q22
|
3Q23(6)
|
12,500(6)
|
Dimitris Y
|
5,936
|
25,010
|
2000
|
ZIM
|
2Q21
|
3Q21
|
14,500
|
Ian H
|
5,936
|
25,128
|
2000
|
ZIM
|
1Q21
|
2Q21
|
14,500
|
Dolphin II
|
5,095
|
20,596
|
2007
|
Feedertech
|
3Q20
|
4Q20
|
12,500
|
Orca I
|
5,095
|
20,633
|
2006
|
Maersk
|
2Q20(7)
|
2Q21(7)
|
9,000(7)
|
CMA CGM Alcazar
|
5,089
|
20,087
|
2007
|
CMA CGM
|
4Q20
|
2Q21
|
33,750
|
CMA CGM Château d’If
|
5,089
|
19,994
|
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
|
17,429
|
2006
|
CMA CGM
|
3Q22
|
1Q23
|
25,350
|
CMA CGM America
|
4,045
|
17,428
|
2006
|
CMA CGM
|
3Q22
|
1Q23
|
25,350
|
GSL Valerie
|
2,824
|
11,971
|
2005
|
MSC
|
3Q20
|
3Q20
|
9,000
|
Athena
|
2,762
|
13,538
|
2003
|
MSC
|
1Q21
|
1Q21
|
9,000
|
Maira
|
2,506
|
11,453
|
2000
|
MSC
|
3Q20
|
3Q20
|
8,250 (8)
|
Nikolas
|
2,506
|
11,370
|
2000
|
MSC
|
3Q20
|
3Q20
|
9,000
|
Newyorker
|
2,506
|
11,463
|
2001
|
MSC
|
4Q20
|
1Q21
|
9,000
|
La Tour
|
2,272
|
11,742
|
2001
|
MSC
|
4Q20
|
4Q20
|
8,800
|
Manet
|
2,272
|
11,727
|
2001
|
COSCO
|
2Q20
|
2Q20
|
9,900
|
GSL Matisse
|
2,262
|
11,676
|
1999
|
Confidential
|
2Q20
|
2Q20
|
Confidential (9)
|
Utrillo
|
2,262
|
11,676
|
1999
|
CMA CGM
|
1Q20
|
1Q20
|
8,500 (10)
|
GSL Keta
|
2,207
|
11,731
|
2003
|
OOCL
|
3Q20
|
3Q20
|
9,400 (11)
|
Julie
|
2,207
|
11,731
|
2002
|
CMA CGM
|
2Q20
|
2Q20
|
8,500
|
Kumasi
|
2,207
|
11,791
|
2002
|
CMA CGM
|
4Q20
|
1Q21
|
9,800
|
Marie Delmas
|
2,207
|
11,731
|
2002
|
CMA CGM
|
4Q20
|
1Q21
|
9,800
|
(1) |
Dial-in: (877) 445-2556 or (908) 982-4670; Passcode: 9988266
|
(2) |
Live Internet webcast and slide presentation: http://www.globalshiplease.com
|
A.
|
Adjusted EBITDA
|
Three
|
Three
|
|||
months
|
months
|
|||
ended
|
ended
|
|||
Mar 31,
|
Mar 31,
|
|||
2020
|
2019
|
|||
Net income available to common shareholders
|
621
|
9,623
|
||
Adjust:
|
Depreciation and amortization
|
11,548
|
10,758
|
|
Vessel impairment losses
|
7,585
|
-
|
||
Interest income
|
(638)
|
(417)
|
||
Interest expense
|
19,555
|
19,352
|
||
Income taxes
|
-
|
16
|
||
Earnings allocated to preferred shares
|
879
|
766
|
||
Adjusted EBITDA
|
39,550
|
40,098
|
B. |
Normalized net income
|
Three
|
Three
|
|||
months
|
months
|
|||
ended
|
ended
|
|||
Mar 31,
|
Mar 31,
|
|||
2020
|
2019
|
|||
Net income available to common shareholders
|
621
|
9,623
|
||
Adjust:
|
Impairment charges
|
7,585
|
-
|
|
Premium paid on redemption of 2022 Notes
|
2,271
|
-
|
||
Normalized net income
|
10,477
|
9,623
|
• |
future operating or financial results;
|
• |
expectations regarding the future growth of the container shipping industry, including the rates of annual demand and supply growth;
|
• |
the financial condition of our charterers, particularly CMA CGM, our principal charterer and main source of operating revenue, and their ability to pay charterhire in accordance with the charters;
|
• |
Global Ship Lease’s financial condition and liquidity, including its level of indebtedness or ability to obtain additional financing to fund capital expenditures, vessel acquisitions and other general corporate purposes;
|
• |
Global Ship Lease’s ability to meet its financial covenants and repay its credit facilities;
|
• |
Global Ship Lease’s expectations relating to dividend payments and forecasts of its ability to make such payments including the availability of cash and the impact of constraints under its credit facility;
|
• |
risks relating to the acquisition of Poseidon Containers and Global Ship Lease’s ability to realize the anticipated benefits of the acquisition;
|
• |
future acquisitions, business strategy and expected capital spending;
|
• |
operating expenses, availability of crew, number of off-hire days, drydocking and survey requirements and insurance costs;
|
• |
general market conditions and shipping industry trends, including charter rates and factors affecting supply and demand;
|
• |
assumptions regarding interest rates and inflation;
|
• |
changes in the rate of growth of global and various regional economies;
|
• |
risks incidental to vessel operation, including piracy, discharge of pollutants and vessel accidents and damage including total or constructive total loss;
|
• |
estimated future capital expenditures needed to preserve its capital base;
|
• |
Global Ship Lease’s expectations about the availability of ships to purchase, the time that it may take to construct new ships, or the useful lives of its ships;
|
• |
Global Ship Lease’s continued ability to enter into or renew long-term, fixed-rate charters or other vessel employment arrangements;
|
• |
the continued performance of existing long-term, fixed-rate time charters;
|
• |
Global Ship Lease’s ability to capitalize on its management’s and board of directors’ relationships and reputations in the containership industry to its advantage;
|
• |
changes in governmental and classification societies’ rules and regulations or actions taken by regulatory authorities;
|
• |
expectations about the availability of insurance on commercially reasonable terms;
|
• |
unanticipated changes in laws and regulations including taxation;
|
• |
potential liability from future litigation.
|
As of,
|
|||||
March 31, 2020
|
December 31, 2019
|
||||
ASSETS
|
|
|
|
|
|
CURRENT ASSETS
|
|||||
Cash and cash equivalents
|
$
|
86,961
|
|
$
|
138,024
|
Restricted cash
|
4,569
|
3,909
|
|||
Accounts receivable, net
|
|
2,252
|
|
|
2,350
|
Inventories
|
5,991
|
5,595
|
|||
Prepaid expenses and other current assets
|
|
8,438
|
|
|
8,132
|
Due from related parties
|
6,018
|
3,860
|
|||
Total current assets
|
$
|
114,229
|
|
$
|
161,870
|
NON - CURRENT ASSETS
|
|||||
Vessels in operation
|
$
|
1,165,052
|
|
$
|
1,155,586
|
Advances for vessels acquisitions and other additions
|
9,620
|
10,791
|
|||
Intangible assets - charter agreements
|
486
|
1,467
|
|||
Deferred charges, net
|
|
17,576
|
|
|
16,408
|
Restricted cash, net of current portion
|
|
6,204
|
|
|
5,703
|
Total non - current assets
|
1,198,938
|
1,189,955
|
|||
TOTAL ASSETS
|
$
|
1,313,167
|
|
$
|
1,351,825
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|||||
CURRENT LIABILITIES
|
|
|
|
|
|
Accounts payable
|
$
|
10,672
|
$
|
9,052
|
|
Accrued liabilities
|
|
27,847
|
|
|
22,916
|
Current portion of long - term debt
|
89,841
|
87,532
|
|||
Deferred revenue
|
|
6,678
|
|
|
9,987
|
Due to related parties
|
333
|
109
|
|||
Total current liabilities
|
$
|
135,371
|
|
$
|
129,596
|
LONG-TERM LIABILITIES
|
|||||
Long - term debt, net of current portion and deferred financing costs
|
$
|
760,412
|
|
$
|
809,357
|
Intangible liability-charter agreements
|
5,968
|
6,470
|
|||
Total non - current liabilities
|
|
766,380
|
|
815,827
|
|
Total liabilities
|
|
901,751
|
|
|
945,423
|
Commitments and Contingencies
|
|||||
SHAREHOLDERS' EQUITY
|
|
|
|
|
|
Class A common shares - authorized
214,000,000 shares with a $0.01 par value 17,556,738 shares issued and outstanding (2019 – 17,556,738 shares) |
175
|
175
|
|||
Series B Preferred Shares - authorized
44,000 shares with a $0.01 par value 16,074 shares issued and outstanding (2019 – 14,428 shares) |
-
|
-
|
|||
Series C Preferred Shares - authorized
250,000 shares with a $0.01 par value 250,000 shares issued and outstanding (2019 - 250,000 shares) |
|
3
|
|
|
3
|
Additional paid in capital
|
569,979
|
565,586
|
|||
Accumulated deficit
|
|
(158,741)
|
|
|
(159,362)
|
Total shareholders' equity
|
|
411,416
|
|
406,402
|
|
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
1,313,167
|
|
|
1,351,825
|
Three months ended
March 31,
|
|||||
2020
|
2019
|
||||
OPERATING REVENUES
|
|||||
Time charter revenues (include related party revenues of $37,676 and $34,633 for each of the period ended March 31, 2020 and 2019, respectively)
|
$
|
70,947
|
$
|
64,514
|
|
OPERATING EXPENSES:
|
|||||
Vessels operating expenses (include related party vessels operating expenses of $3,037 and $1,805 for each of the period ended March 31, 2020 and 2019, respectively)
|
25,512
|
20,955
|
|||
Time charter and voyage expenses (include related party time charter and voyage expenses of $610 and $430 for each of the period ended March 31, 2020 and 2019, respectively)
|
3,469
|
1,551
|
|||
Depreciation and amortization
|
11,548
|
10,758
|
|||
Vessel impairment losses
|
7,585
|
—
|
|||
General and administrative expenses
|
2,437
|
2,454
|
|||
Operating Income
|
20,396
|
|
|
28,796
|
|
Interest income
|
638
|
417
|
|||
Interest and other financial expense (including premium on 2022 Notes)
|
(19,555)
|
(19,352)
|
|||
Other income, net
|
21
|
544
|
|||
Total non-operating expense
|
(18,896)
|
(18,391)
|
|||
Income before income taxes
|
1,500
|
|
10,405
|
||
Income taxes
|
—
|
(16)
|
|||
Net Income
|
$
|
1,500
|
$
|
10,389
|
|
Earnings allocated to Series B Preferred Shares
|
(879)
|
(766)
|
|||
Net Income available to Common Shareholders
|
$
|
621
|
$
|
9,623
|
|
Earnings per Share
|
|||||
Weighted average number of Class A common shares outstanding
|
|||||
Basic
|
17,556,738
|
9,932,664
|
|||
Diluted
|
17,682,453
|
10,022,041
|
|||
|
|||||
Net Earnings per Class A common share
|
|||||
Basic
|
$
|
0.02
|
$
|
0.42
|
|
Diluted
|
$
|
0.02
|
$
|
0.42
|
Three months ended March 31,
|
|||||
2020
|
2019
|
||||
Cash flows from operating activities:
|
|||||
Net income
|
$
|
1,500
|
|
$
|
10,389
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|||||
Depreciation and amortization
|
$
|
11,548
|
|
$
|
10,758
|
Vessel Impairment losses
|
7,585
|
-
|
|||
Amortization of deferred financing costs
|
|
927
|
|
|
745
|
Amortization of original issue discount/premium on repurchase of notes
|
2,139
|
202
|
|||
Amortization of intangible liability/asset-charter agreements
|
|
479
|
|
|
468
|
Share based compensation
|
429
|
429
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
Increase in accounts receivable and other assets
|
$
|
(208)
|
$
|
(94)
|
|
(Increase)/decrease in inventories
|
|
(396)
|
|
|
442
|
Increase in accounts payable and other liabilities
|
6,595
|
3,719
|
|||
Decrease in related parties' balances, net
|
|
(1,934)
|
|
|
(2,038)
|
Decrease in deferred revenue
|
(3,309)
|
(481)
|
|||
Unrealized foreign exchange gain
|
|
-
|
|
|
(5)
|
Net cash provided by operating activities
|
$
|
25,355
|
$
|
24,534
|
|
Cash flows from investing activities:
|
|
|
|
|
|
Acquisition of vessels
|
$
|
(23,060)
|
$
|
-
|
|
Cash paid for vessel expenditure
|
|
(1,108)
|
|
|
(637)
|
Advances for vessel acquisitions and other additions
|
(200)
|
-
|
|||
Cash paid for drydockings
|
(4,072)
|
(50)
|
|||
Net cash used in investing activities
|
$
|
(28,440)
|
$
|
(687)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
Proceeds from issuance of 2024 Notes
|
$
|
19,193
|
$
|
-
|
|
Repurchase of 2022 Notes, including premium
|
|
(57,197)
|
|
|
-
|
Proceeds from drawdown of credit facilities
|
47,000
|
-
|
|||
Repayment of credit facilities
|
|
(13,452)
|
|
|
(6,226)
|
Repayment of refinanced debt
|
(44,366)
|
-
|
|||
Deferred financing costs paid
|
|
(880)
|
|
|
-
|
Proceeds from offering of Class A common shares, net of offering costs
|
(39)
|
-
|
|||
Proceeds from offering of Series B preferred shares, net of offering costs
|
|
3,803
|
|
|
-
|
Series B Preferred Shares-dividends paid
|
(879)
|
(766)
|
|||
Net cash used in financing activities
|
$
|
(46,817)
|
|
$
|
(6,992)
|
Net (decrease)/increase in cash and cash equivalents and restricted cash
|
(49,902)
|
16,855
|
|||
Cash and cash equivalents and restricted cash at beginning of the period
|
|
147,636
|
|
|
90,072
|
Cash and cash equivalents and restricted cash at end of the period
|
$
|
97,734
|
$
|
106,927
|
|
Supplementary Cash Flow Information:
|
|
|
|
|
|
Cash paid for interest
|
11,189
|
9,563
|
|||
Non-cash Investing activities:
|
|||||
Unpaid drydocking expenses
|
2,037
|
-
|
|||
Unpaid vessel additions
|
|
3,436
|
|
|
-
|
As of
|
|||||||
Note
|
March 31,
2020
|
December 31,
2019
|
|||||
ASSETS
|
|
|
|||||
CURRENT ASSETS
|
|||||||
Cash and cash equivalents
|
86,961
|
138,024
|
|||||
Restricted cash
|
4,569
|
3,909
|
|||||
Accounts receivable, net
|
|
2,252
|
|
2,350
|
|||
Inventories
|
5,991
|
5,595
|
|||||
Prepaid expenses and other current assets
|
|
8,438
|
|
8,132
|
|||
Due from related parties
|
5
|
6,018
|
3,860
|
||||
Total current assets
|
$
|
114,229
|
$
|
161,870
|
|||
NON-CURRENT ASSETS
|
|||||||
Vessels in operation
|
3
|
1,165,052
|
1,155,586
|
||||
Advances for vessels acquisitions and other additions
|
3
|
9,620
|
10,791
|
||||
Intangible assets-charter agreements
|
|
486
|
|
1,467
|
|||
Deferred charges, net
|
|
17,576
|
|
16,408
|
|||
Restricted cash, net of current portion
|
6,204
|
5,703
|
|||||
Total non-current assets
|
|
1,198,938
|
|
1,189,955
|
|||
TOTAL ASSETS
|
$
|
1,313,167
|
$
|
1,351,825
|
|||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
||||||
CURRENT LIABILITIES
|
|||||||
Accounts payable
|
10,672
|
9,052
|
|||||
Accrued liabilities
|
27,847
|
22,916
|
|||||
Current portion of long-term debt
|
4
|
|
89,841
|
|
87,532
|
||
Deferred revenue
|
6,678
|
9,987
|
|||||
Due to related parties
|
5
|
|
333
|
|
109
|
||
Total current liabilities
|
135,371
|
129,596
|
|||||
LONG-TERM LIABILITIES
|
|
||||||
Long-term debt, net of current portion and deferred financing costs
|
4
|
760,412
|
809,357
|
||||
Intangible liability-charter agreements
|
|
5,968
|
|
6,470
|
|||
Total non-current liabilities
|
|
766,380
|
|
815,827
|
|||
Total liabilities
|
$
|
901,751
|
$
|
945,423
|
|||
Commitments and Contingencies
|
6
|
|
—
|
|
—
|
||
SHAREHOLDERS' EQUITY
|
|||||||
Class A common shares - authorized
214,000,000 shares with a $0.01 par value
17,556,738 shares issued and outstanding (2019 – 17,556,738 shares)
|
7
|
|
175
|
|
175
|
||
Series B Preferred Shares - authorized
44,000 shares with a $0.01 par value
16,074 shares issued and outstanding (2019 – 14,428 shares)
|
7
|
|
—
|
|
—
|
||
Series C Preferred Shares - authorized
250,000 shares with a $0.01 par value
250,000 shares issued and outstanding (2019 - 250,000 shares)
|
7
|
3
|
3
|
||||
Additional paid in capital
|
|
569,979
|
|
565,586
|
|||
Accumulated deficit
|
(158,741)
|
(159,362)
|
|||||
Total shareholders' equity
|
|
411,416
|
|
406,402
|
|||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
1,313,167
|
$
|
1,351,825
|
Three months ended
March 31,
|
||||||
Note
|
2020
|
2019
|
||||
OPERATING REVENUES
|
||||||
Time charter revenues (include related party revenues of $37,676 and $34,633 for each of the period ended March 31, 2020
and 2019, respectively)
|
70,947
|
64,514
|
||||
OPERATING EXPENSES:
|
||||||
Vessels operating expenses (include related party vessels operating expenses of $3,037 and $1,805 for each of the period
ended March 31, 2020 and 2019, respectively)
|
25,512
|
20,955
|
||||
Time charter and voyage expenses (include related party time charter and voyage expenses of $610 and $430 for each of the
period ended March 31, 2020 and 2019, respectively)
|
3,469
|
1,551
|
||||
Depreciation and amortization
|
3
|
11,548
|
10,758
|
|||
Vessel impairment losses
|
3
|
7,585
|
—
|
|||
General and administrative expenses
|
2,437
|
2,454
|
||||
Operating Income
|
20,396
|
|
|
28,796
|
||
Interest income
|
638
|
417
|
||||
Interest and other financial expense (including premium on 2022 Notes)
|
(19,555)
|
(19,352)
|
||||
Other income, net
|
21
|
544
|
||||
Total non-operating expense
|
(18,896)
|
(18,391)
|
||||
Income before income taxes
|
1,500
|
|
10,405
|
|||
Income taxes
|
—
|
(16)
|
||||
Net Income
|
1,500
|
10,389
|
||||
Earnings allocated to Series B Preferred Shares
|
7
|
(879)
|
(766)
|
|||
Net Income available to Common Shareholders
|
$
|
621
|
$
|
9,623
|
||
Earnings per Share
|
||||||
Weighted average number of Class A common shares outstanding
|
||||||
Basic
|
9
|
17,556,738
|
9,932,664
|
|||
Diluted
|
9
|
17,682,453
|
10,022,041
|
|||
|
||||||
Net Earnings per Class A common share
|
||||||
Basic
|
$
|
0.02
|
$
|
0.42
|
||
Diluted
|
$
|
0.02
|
$
|
0.42
|
Three months ended
March 31,
|
||||||
Note
|
2020
|
2019
|
||||
Cash flows from operating activities:
|
||||||
Net Income
|
1,500
|
10,389
|
||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||
Depreciation and amortization
|
11,548
|
10,758
|
||||
Vessel impairment losses
|
3
|
7,585
|
—
|
|||
Amortization of deferred financing costs
|
4
|
927
|
745
|
|||
Amortization of original issue discount / premium on repurchase of notes
|
2,139
|
202
|
||||
Amortization of intangible asset/liability-charter agreements
|
479
|
468
|
||||
Share based compensation
|
8
|
429
|
429
|
|||
Changes in operating assets and liabilities:
|
||||||
Increase in accounts receivable and other assets
|
(208)
|
(94)
|
||||
(Increase)/ decrease in inventories
|
(396)
|
442
|
||||
Increase in accounts payable and other liabilities
|
6,595
|
3,719
|
||||
Decrease in related parties' balances, net
|
5
|
(1,934)
|
(2,038)
|
|||
Decrease in deferred revenue
|
(3,309)
|
(481)
|
||||
Unrealized foreign exchange gain
|
—
|
(5)
|
||||
Net cash provided by operating activities
|
$
|
25,355
|
$
|
24,534
|
||
Cash flows from investing activities:
|
||||||
Acquisition of vessels
|
(23,060)
|
—
|
||||
Cash paid for vessel expenditures
|
(1,108)
|
(637)
|
||||
Advances for vessel acquisitions and other additions
|
(200)
|
—
|
||||
Cash paid for drydockings
|
(4,072)
|
(50)
|
||||
Net cash used in investing activities
|
$
|
(28,440)
|
$
|
(687)
|
||
Cash flows from financing activities:
|
||||||
Proceeds from issuance of 2024 Notes
|
19,193
|
—
|
||||
Repurchase of 2022 Notes, including premium
|
(57,197)
|
—
|
||||
Proceeds from drawdown of credit facilities
|
47,000
|
—
|
||||
Repayment of credit facilities
|
(13,452)
|
(6,226)
|
||||
Repayment of refinanced debt
|
(44,366)
|
—
|
||||
Deferred financing costs paid
|
(880)
|
—
|
||||
Proceeds from offering of Class A common shares, net of offering costs
|
(39)
|
—
|
||||
Proceeds from offering of Series B preferred shares, net of offering costs
|
7
|
3,803
|
—
|
|||
Series B Preferred Shares - dividends paid
|
(879)
|
(766)
|
||||
Net cash used in financing activities
|
$
|
(46,817)
|
$
|
(6,992)
|
||
Net (decrease)/increase in cash and cash equivalents and restricted cash
|
(49,902)
|
16,855
|
||||
Cash and cash equivalents and restricted cash at beginning of the year
|
147,636
|
90,072
|
||||
Cash and cash equivalents and restricted cash at end of the year
|
$
|
97,734
|
$
|
106,927
|
||
Supplementary Cash Flow Information:
|
||||||
Cash paid for interest
|
11,189
|
9,563
|
||||
Non-cash investing activities:
|
||||||
Unpaid dry docking expenses
|
2,037
|
—
|
||||
Unpaid vessel expenditures
|
3,436
|
|
|
—
|
Number of Series B
Preferred Shares
at par value $0.01
|
Number of Series C
Preferred Shares
at par value $0.01
|
||||||||
Number of Common Shares
|
Series B
|
Series C
|
Additional paid-in capital
|
Total
|
|||||
at par value $0.01
|
Common Shares
|
Preferred Shares
|
Preferred Shares
|
Accumulated Deficit
|
Shareholders' Equity
|
||||
Balance
at December 31, 2018
|
9,942,950
|
14,000
|
250,000
|
$99
|
$-
|
$3
|
$512,379
|
$ (196,119)
|
$ 316,362
|
Restricted Stock Units (Note 8)
|
—
|
—
|
—
|
—
|
—
|
—
|
429
|
—
|
429
|
Series B Preferred Shares dividend (Note 7)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(766)
|
(766)
|
Net Income for the period
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
10,389
|
10,389
|
Balance
at March 31, 2019
|
9,942,950
|
14,000
|
250,000
|
$99
|
$-
|
$3
|
$512,808
|
$ (186,496)
|
$ 326,414
|
Balance
at December 31, 2019
|
17,556,738
|
14,428
|
250,000
|
$175
|
$-
|
$3
|
$565,586
|
$ (159,362)
|
$406,402
|
Issuance of Class A common shares, net of offering costs
|
—
|
—
|
—
|
—
|
—
|
—
|
(39)
|
—
|
(39)
|
Series B Preferred Shares dividend (Note 7)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(879)
|
(879)
|
Restricted Stock Units (Note 8)
|
—
|
—
|
—
|
—
|
—
|
—
|
429
|
—
|
429
|
Net Income for the period
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
1,500
|
1,500
|
Issuance of Series B Preferred shares, net of offering costs
|
—
|
1,646
|
—
|
—
|
—
|
—
|
4,003
|
—
|
4,003
|
Balance
at March 31, 2020
|
17,556,738
|
16,074
|
250,000
|
$175
|
$-
|
$3
|
$569,979
|
$ (158,741)
|
$ 411,416
|
Company Name (1)
|
Fleet
|
Country of
|
Vessel
|
Capacity in TEUs
|
Year Built
|
Earliest
|
Incorporation
|
Name
|
(2)
|
Charter Expiry Date
|
|||
Global Ship Lease 13 Limited
|
GSL
|
Cyprus
|
CMA CGM Thalassa
|
11,040
|
2008
|
4Q25
|
Laertis Marine LLC
|
Poseidon
|
Marshall Islands
|
UASC Al Khor
|
9,115
|
2015
|
1Q22
|
Penelope Marine LLC
|
Poseidon
|
Marshall Islands
|
Maira XL
|
9,115
|
2015
|
3Q20
|
Telemachus Marine LLC
|
Poseidon
|
Marshall Islands
|
Anthea Y
|
9,115
|
2015
|
2Q20
|
Global Ship Lease 20 Limited
|
GSL
|
Hong Kong
|
MSC Tianjin
|
8,603
|
2005
|
2Q24
|
Global Ship Lease 21 Limited
|
GSL
|
Hong Kong
|
MSC Qingdao
|
8,603
|
2004
|
2Q24
|
Global Ship Lease 43 LLC
|
GSL
|
Liberia
|
GSL Ningbo
|
8,603
|
2004
|
3Q20
|
Global Ship Lease 30 Limited
|
—
|
Marshall Islands
|
GSL Eleni
|
7,847
|
2004
|
3Q24(3)
|
Global Ship Lease 31 Limited
|
—
|
Marshall Islands
|
GSL Kalliopi
|
7,847
|
2004
|
4Q22(3)
|
Global Ship Lease 32 Limited
|
—
|
Marshall Islands
|
GSL Grania
|
7,847
|
2004
|
3Q22(3)
|
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
|
Philippos 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
|
Global Ship Lease 23 Limited
|
GSL
|
Hong Kong
|
CMA CGM Berlioz
|
6,621
|
2001
|
2Q21
|
Leonidas Marine LLC
|
Poseidon
|
Marshall Islands
|
Agios Dimitrios
|
6,572
|
2011
|
4Q23
|
Global Ship Lease 35 LLC
|
—
|
—
|
New Purchase One
|
6,422
|
2002
|
2Q20(4)
|
Global Ship Lease 36 LLC
|
—
|
—
|
New Purchase Two
|
6,422
|
2002
|
2Q20(4)
|
Global Ship Lease 33 Limited
|
—
|
Liberia
|
GSL Vinia
|
6,080
|
2004
|
2Q24(5)
|
Global Ship Lease 34 Limited
|
—
|
Liberia
|
GSL Christel Elisabeth
|
6,080
|
2004
|
2Q24(5)
|
Tasman Marine LLC
|
Poseidon
|
Marshall Islands
|
Tasman
|
5,936
|
2000
|
2Q22(6)
|
Hudson Marine LLC
|
Poseidon
|
Marshall Islands
|
Dimitris Y
|
5,936
|
2000
|
2Q21
|
Drake Marine LLC
|
Poseidon
|
Marshall Islands
|
Ian H
|
5,936
|
2000
|
1Q21
|
Hephaestus Marine LLC
|
Poseidon
|
Marshall Islands
|
Dolphin II
|
5,095
|
2007
|
3Q20
|
Company Name (1)
|
Fleet
|
Country of
|
Vessel
|
Capacity in TEUs
|
Year Built
|
Earliest
|
Incorporation
|
Name
|
(2)
|
Charter Expiry Date
|
|||
Zeus One Marine LLC
|
Poseidon
|
Marshall Islands
|
Orca I
|
5,095
|
2006
|
2Q20(7)
|
Global Ship Lease 47 LLC
|
GSL
|
Liberia
|
CMA CGM Château d’If
|
5,089
|
2007
|
4Q20
|
GSL Alcazar Inc.
|
GSL
|
Marshall Islands
|
CMA CGM Alcazar
|
5,089
|
2007
|
4Q20
|
Global Ship Lease 14 Limited
|
GSL
|
Cyprus
|
CMA CGM Jamaica
|
4,298
|
2006
|
3Q22
|
Global Ship Lease 49 LLC
|
GSL
|
Liberia
|
CMA CGM Sambhar
|
4,045
|
2006
|
3Q22
|
Global Ship Lease 16 Limited
|
GSL
|
Cyprus
|
CMA CGM America
|
4,045
|
2006
|
3Q22
|
Global Ship Lease 26 Limited
|
GSL
|
Hong Kong
|
GSL Valerie
|
2,824
|
2005
|
3Q20
|
Pericles Marine LLC
|
Poseidon
|
Marshall Islands
|
Athena
|
2,762
|
2003
|
1Q21
|
Aris Marine LLC
|
Poseidon
|
Marshall Islands
|
Maira
|
2,506
|
2000
|
3Q20
|
Aphrodite Marine LLC
|
Poseidon
|
Marshall Islands
|
Nikolas
|
2,506
|
2000
|
3Q20
|
Athena Marine LLC
|
Poseidon
|
Marshall Islands
|
Newyorker
|
2,506
|
2001
|
4Q20
|
Global Ship Lease 46 LLC
|
GSL
|
Liberia
|
GSL La Tour(8)
|
2,272
|
2001
|
4Q20
|
Global Ship Lease 38 LLC
|
GSL
|
Liberia
|
GSL Manet
|
2,272
|
2001
|
2Q20
|
Global Ship Lease 37 LLC
|
GSL
|
Liberia
|
GSL Matisse
|
2,262
|
1999
|
2Q20(9)
|
Global Ship Lease 39 LLC
|
GSL
|
Liberia
|
Utrillo
|
2,262
|
1999
|
1Q20(10)
|
Global Ship Lease 5 Limited
|
GSL
|
Cyprus
|
GSL Keta
|
2,207
|
2003
|
3Q20(11)
|
Global Ship Lease 6 Limited
|
GSL
|
Cyprus
|
GSL Julie(12)
|
2,207
|
2002
|
2Q20
|
Global Ship Lease 7 Limited
|
GSL
|
Cyprus
|
Kumasi
|
2,207
|
2002
|
4Q20
|
Global Ship Lease 44 LLC
|
GSL
|
Liberia
|
Marie Delmas
|
2,207
|
2002
|
4Q20
|
(1) All subsidiaries are 100% owned, either directly or indirectly;
|
(2) Twenty-foot Equivalent Units;
|
(3) GSL Eleni delivered 3Q2019
and is chartered for five years; GSL Kalliopi (delivered 4Q2019) and GSL Grania (delivered 3Q2019) are chartered for three years plus two successive periods of one year at the option of the charterer;
|
(4) New Purchase One was
delivered in late January 2020 and New Purchase Two was delivered in February 2020. The initial charter of New Purchase One was extended by 70 - 90 days and, if not extended further, will now expire in 2Q2020 or 3Q2020;
|
(5) GSL Vinia and GSL Christel
Elisabeth delivered in December 2019 and are contracted on 52 – 60 months charters;
|
(6) 12-month extension at charterer’s option callable in 2Q2022;
|
(7) 12-24 month charter,
at charterer’s option, which commenced in 2Q2019;
|
(8) Renamed La Tour, effective April 3, 2020;
|
(9) A new short-term charter, on confidential terms, commenced on April 4, 2020, and concluded on April 25, 2020;
|
(10) Charter with CMA CGM expired February 16, 2020; a new short-term charter, to a different counterparty and on
confidential terms, commenced February 29, 2020 and concluded March 27, 2020;
|
(11) Charter extended from April 9, 2020;
|
(12) Renamed Julie, effective April 29, 2020.
|
2.
|
Summary of Significant Accounting
Policies and Disclosures
|
(a)
|
Basis of Presentation
|
(b)
|
Principles of Consolidation
|
(c)
|
Vessels in operation
|
(d)
|
Impairment of Long-lived assets
|
(e)
|
Revenue recognition and related expense
|
(f)
|
Fair Value Measurement and Financial Instruments
|
(g)
|
Fair Value Measurement and Financial Instruments (continued)
|
(h)
|
Recent accounting pronouncements
|
3. |
Vessels in Operation
|
Vessel Cost,
as adjusted for
|
Accumulated
|
Net Book
|
||||||
Impairment charges
|
Depreciation
|
Value
|
||||||
As of January 1, 2019
|
$
|
1,224,377
|
|
$
|
(111,611)
|
|
$
|
1,112,766
|
Additions
|
|
82,559
|
|
|
—
|
|
|
82,559
|
Depreciation
|
|
—
|
|
|
(39,739)
|
|
|
(39,739)
|
As of December 31, 2019
|
$
|
1,306,936
|
$
|
(151,350)
|
$
|
1,155,586
|
||
Additions
|
|
27,334
|
|
|
—
|
|
|
27,334
|
Depreciation
|
|
—
|
|
|
(10,283)
|
|
|
(10,283)
|
Impairment loss
|
(42,891)
|
35,306
|
(7,585)
|
|||||
As of March 31, 2020
|
$
|
1,291,379
|
$
|
(126,327)
|
$
|
1,165,052
|
3. |
Vessels in Operation (continued)
|
4. |
Long-Term Debt
|
Facilities
|
March 31,
2020
|
December 31, 2019
|
|||
2022 Notes
|
$
|
322,723
|
$
|
340,000
|
|
Less repurchase of Notes
|
(55,095)
|
|
(17,277)
|
||
2022 Notes (a)
|
$
|
267,628
|
$
|
322,723
|
|
2024 Notes (b)
|
58,958
|
39,765
|
|||
Syndicated Senior Secured Credit Facility (c)
|
256,600
|
224,800
|
|||
Blue Ocean Junior Credit Facility (d, p)
|
38,500
|
38,500
|
|||
Deutsche, CIT, HCOB, Entrust, Blue Ocean Credit Facility (e)
|
160,537
|
164,710
|
|||
Citi Credit Facility (f)
|
12,077
|
|
12,077
|
||
Hayfin Credit Facility (g)
|
7,129
|
7,129
|
|||
Hellenic Bank Credit Facility (h)
|
55,700
|
57,700
|
|||
Chailease Credit Facility (i)
|
9,000
|
—
|
|||
DVB Credit Facility (j)
|
—
|
|
45,445
|
||
Total
|
$
|
866,129
|
$
|
912,849
|
|
Less: Current portion of 2022 Notes (a)
|
(27,923)
|
|
(27,923)
|
||
Less: Current portion of long-term debt
|
(61,918)
|
(59,609)
|
|||
Less: Original issue discount of 2022 Notes (a)
|
(1,676)
|
|
(1,859)
|
||
Less: Original issue discount of 2024 Notes (b)
|
(152)
|
(6)
|
|||
Less: Deferred financing costs (r)
|
(14,048)
|
(14,095)
|
|||
Non-current portion of Long-Term Debt
|
$
|
760,412
|
$
|
809,357
|
4.
|
Long-Term Debt (continued)
|
a)
|
9.875% First Priority Secured Notes due 2022
|
b)
|
8.00% Senior Unsecured Notes due 2024
|
4.
|
Long-Term Debt (continued)
|
c)
|
$268.0 Million Syndicated Senior Secured Credit Facility
|
•
|
$55,700 Credit Agricole Credit Facility with an outstanding balance of $50,961 as of September 19, 2019 (see note 4k).
|
•
|
$24,500 Blue Ocean Credit Facility with an outstanding balance of $23,652 as of September 19, 2019 (see note 4l).
|
•
|
$65,300 ABN AMRO Credit Facility with an outstanding balance of $61,595 as of September 19, 2019 (see note 4m).
|
•
|
$17,100 Amsterdam Trade Bank (“ATB”) Credit Facility with an outstanding balance of $12,600 as of September 19, 2019 (see note
4n).
|
•
|
$80,000 Credit Agricole Credit Facility with an outstanding balance of $75,500 as of September 19, 2019 (see note 4o).
|
•
|
$52,625 DVB Credit Facility with an outstanding balance of $44,366 as of February 12, 2020 (see note 4j).
|
d)
|
$38.5 Million Blue Ocean Junior Credit Facility
|
4.
|
Long-Term Debt (continued)
|
e)
|
$180.5 Million Deutsche, CIT, HCOB, Entrust, Blue Ocean Credit Facility
|
f)
|
$54.8 Million Citi Credit Facility
|
4.
|
Long-Term Debt (continued)
|
g)
|
$65.0 Million Hayfin Credit Facility
|
h)
|
$59.0 Million Hellenic Bank Credit Facility
|
i)
|
$9.00 Million Chailease Credit Facility
|
4.
|
Long-Term Debt (continued)
|
j)
|
$52.6 Million DVB Credit Facility
|
k)
|
$55.7 Million Credit Agricole Credit Facility
|
l)
|
$24.5 Million Blue Ocean Credit Facility
|
m)
|
$65.3 Million ABN AMRO Credit Facility
|
4.
|
Long-Term Debt (continued)
|
n)
|
$17.1 Million Amsterdam Trade Bank (“ATB”) Credit Facility
|
o)
|
$80.0 Million Credit Agricole Credit Facility
|
p)
|
$38.5 Million Blue Ocean Credit Facility
|
4.
|
Long-Term Debt (continued)
|
q)
|
Repayment Schedule
|
Payment due by period ended
|
Amount
|
|
March 31, 2021
|
$
|
89,874
|
March 31, 2022
|
82,848
|
|
March 31, 2023
|
378,665
|
|
March 31, 2024
|
33,835
|
|
March 31, 2025 and thereafter
|
280,907
|
|
|
$
|
866,129
|
r)
|
Deferred Financing Costs
|
March 31,
2020
|
December 31,
2019
|
||||
Opening balance
|
$
|
14,095
|
$
|
9,299
|
|
Expenditures in the period
|
880
|
7,904
|
|||
Amortization included within interest expense
|
(927)
|
(3,108)
|
|||
Closing balance
|
$
|
14,048
|
$
|
14,095
|
s)
|
Debt covenants-securities
|
5.
|
Related Party Transactions
|
6.
|
Commitments and Contingencies
|
Period ending
|
Amount
|
|
March 31, 2021
|
$
|
225,217
|
March 31, 2022
|
165,548
|
|
March 31, 2023
|
129,792
|
|
March 31, 2024
|
96,676
|
|
Thereafter
|
33,037
|
|
Total minimum lease revenue, net of address commissions
|
$
|
650,270
|
7.
|
Share Capital
|
|
|
Restricted Stock Units
|
||||||
|
|
Number of Units
|
||||||
|
|
Management
|
|
Weighted
Average
Fair Value
on Grant Date
|
|
Actual
Fair
Value on
Vesting
Date
|
||
Unvested as at January 1, 2019
|
|
|
—
|
|
$
|
—
|
|
—
|
Granted on January 1, 2019
|
|
|
1,359,375
|
|
|
3.79
|
|
n/a
|
Unvested as at December 31, 2019
|
|
|
1,359,375
|
|
$
|
3.79
|
|
n/a
|
Unvested as at March 31, 2020
|
|
|
1,359,375
|
|
$
|
3.79
|
|
n/a
|
Three months ended
March 31,
|
||||
2020
|
2019
|
|||
Numerator:
|
||||
Net income attributable to common shareholders
|
621
|
9,623
|
||
Undistributed income attributable to Series C participating preferred shares
|
(264)
|
(5,447)
|
||
Net income available to common shareholders, basic and diluted
|
357
|
4,176
|
||
Net income available to:
|
||||
Class A, basic and diluted
|
357
|
4,176
|
||
Denominator:
|
||||
Class A Common shares
|
||||
Basic weighted average number of common shares outstanding
|
17,556,738
|
9,932,664
|
||
Plus weighted average number of RSUs with service conditions
|
125,715
|
89,377
|
||
Common share and common share equivalents, dilutive
|
17,682,453
|
10,022,041
|
||
Basic earnings per share:
|
||||
Class A
|
0.02
|
0.42
|
||
Diluted earnings per share:
|
||||
Class A
|
0.02
|
0.42
|
||
Series C Preferred Shares-basic and diluted earnings per share:
|
||||
Undistributed income attributable to Series C participating preferred shares
|
264
|
5,447
|
||
Basic weighted average number of Series C Preferred shares outstanding, as converted
|
12,955,187
|
12,955,187
|
||
Plus weighted average number of RSUs with service conditions
|
92,766
|
116,575
|
||
Dilutive weighted average number of Series C Preferred shares outstanding, as converted
|
13,047,953
|
13,071,762
|
||
Basic earnings per share
|
0.02
|
0.42
|
||
Diluted earnings per share
|
0.02
|
0.42
|
||