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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 2022

Commission File Number:  001-34153

 

 

 

Global Ship Lease, Inc.

(Translation of registrant's name into English)

 

 

 

c/o Global Ship Lease Services Limited

25 Wilton Road

London SW1V 1LW

United Kingdom

 (Address of principal executive office)

  

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

 

Form 20-F [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, 2022, of the Global Ship Lease, Inc. (the “Company”).

The information contained in Exhibit 99.1 to this Report is hereby incorporated by reference into the Company's registration statements on Form F-3 (File Nos. 333-231509, 333-234343, 333-235305 and 333-258800) and Form S-8 (File Nos. 333-258992 and 333-264113).

 

 

 

 

 

 

 

 

 

 

SIGNATURES

 

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

   

 

          GLOBAL SHIP LEASE, INC.
          (registrant)
       
           
 Dated: August 4, 2022         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, 2022 and 2021. 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, 2021, filed with the U.S. Securities and Exchange Commission, or the SEC, on March 24, 2022 (the “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 contain 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 a major charterer, “Technomar” refers to Technomar Shipping Inc., our ship technical manager and “Conchart” refers to Conchart Commercial Inc. 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 vessel acquisitions 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, 2022, we owned 65 vessels, with a total carrying capacity of 342,348 TEU with an average age, weighted by TEU capacity, of 15.4 years.

 

We are responsible for the operation and technical management of each ship, which primarily includes crewing, providing lubricating oils, maintaining the ship, arranging and supervising periodic drydocking and performing work required by regulations.

The majority of our ship technical management agreements are with Technomar, a company of which our Executive Chairman is the Founder, Managing Director, and majority beneficial owner, for an annual management fee. The manager provides all day-to-day ship technical management, including, among other things, crewing, purchasing stores, lubricating oils and spare parts, paying wages, pensions and insurance for the crew, and organizing other vessel operating necessities, including the arrangement and management of drydocking. As of the date of this report, Technomar provided technical ship management services for all but six of our vessels (“Third-Party Managed Vessels”), which were purchased by us in July 2021.

We pay Technomar a daily management fee of Euro 715 from January 1, 2022, compared to Euro 700 for 2021, per vessel, payable in U.S. dollars, which, in addition to the technical ship management services noted above, includes administrative support services provided to the Global Ship Lease group, including accounting and financial reporting, treasury management services and legal services.

A third-party ship manager provides technical and crew services for the Third-Party Managed Vessels. We pay $200,000 per annum per vessel for technical management services and $4,000 per month per vessel for crew services for these vessels. The minimum contract period is two years from each vessel’s delivery date, with the second year being subject to certain performance parameters of the manager. The technical management agreements with the third-party managers may be terminated by either party by giving two months’ written notice with termination to be effective no sooner than the expiry of the minimum term. A termination payment of a one month fee is payable if the technical management agreement is terminated by either party.

In addition, each of our vessel-owning subsidiaries for the Third-Party Managed Vessels has entered into a Supervision Agreement with Technomar, pursuant to which Technomar supervises the third-party manager in order to ensure the services are fulfilled as required under the third party management agreements. In addition, Technomar undertakes the provision of Technical, Drydock, Insurance, Freight and Claims Handling Services as well as accounting, administrative & support services. The terms of the Supervision Agreements are similar, mutatis mutandis, to the terms of our existing technical management agreements with Technomar. Pursuant to the Supervision Agreements, we pay a supervision fee of $150 per day per vessel, which, subject to the vessel-owning subsidiary’s approval, may be increased every January 1 by not more than 2.5%. The minimum duration is from the delivery date of each vessel to us until the earlier of either (i) the termination of the third party management agreement or (ii) the lapse of 24 calendar months from the delivery date in which case the Supervision Agreement automatically converts to a Technomar technical management agreement under agreed terms as per our existing Technomar management agreements, with a minimum duration until September 30, 2026 and with the first budget to be agreed on the date of conversion.

 

Conchart Commercial Inc. provides commercial management services to us pursuant to commercial management agreements. Our Executive Chairman is the sole beneficial owner of Conchart. Under the commercial management agreements, Conchart, is responsible for (i) marketing of our vessels, (ii) seeking and negotiating employment of our vessels, (iii) advise us on market developments, developments of new rules and regulations, (iv) assisting in calculation of hires, freights, demurrage and/or dispatch monies and collection any sums related to the operation of vessels, (v) communicating with agents, and (vi) negotiating sale and purchase transactions.

 

Technomar and Conchart are related parties of ours.

 

See “Item 4. Information on the Company—B. Business Overview—Management of Our Fleet” in our Annual Report for a more detailed description of our ship management agreements.

 

 2 
 

Our financial results are largely driven by the following factors:

 

·the continued performance of the charter agreements;
·the number of vessels in our fleet and their charter rates;
·the terms under which we recharter our vessels once the existing time charters have expired;
·the number of days that our vessels 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 vessels and other non-current assets; and
·access to, and the pricing and other terms of, our financing arrangements.

 

Adjusted to include all charters agreed up to August 3, 2022, the average remaining term of our charters as at June 30, 2022, to the mid-point of redelivery, including options under our control and other than if a redelivery notice has been received, was 2.6 years on a TEU-weighted basis. The charter rate that we will achieve on the renewal of an expiring charter will be affected by market conditions at that time. As discussed further below, operational matters such as off-hire days for planned maintenance or for unexpected accidents and incidents also affect the actual amount of revenues we receive.

 

The container shipping industry is cyclical and subject to significant volatility. The container shipping industry suffered an extended cyclical downturn lasting from the Global Financial Crisis in 2008—2009 through 2016. Financial performance of container shipping companies subsequently improved however, the industry remained under pressure due to oversupply of container ship capacity. 2020 saw a substantial downturn, triggered by the global COVID-19 pandemic. However, the industry has recovered markedly, commencing late 2020 with volumes, freight rates, charter rates and vessel values all increasing substantially. Recently, however, growing geopolitical and macroeconomic concerns have led to some loss of directionality in the market. Charter payments have been received on a timely basis in 2021 and year-to-date 2022 and, as of June 30, 2022, charter hire was up to-date. 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.

 

 3 
 

Operating Fleet

 

The table below provides certain information about our fleet of 65 containerships as of June 30, 2022, including charters agreed up to August 03, 2022:

 

 

 

Vessel Name

Capacity in TEUs Lightweight (tons) Year Built Charterer Earliest Charter Expiry Date Latest Charter Expiry Date (2) Daily Charter Rate $
CMA CGM Thalassa 11,040 38,577 2008 CMA CGM 4Q25 2Q26 47,200
ZIM Norfolk (ex UASC Al Khor) (1)   9,115 31,764 2015 ZIM (3) 2Q27 (3) 4Q27 (3) 65,000 (3)
Anthea Y (1) 9,115 31,890 2015 COSCO 3Q23 4Q23 38,000
ZIM Xiamen (ex Maira XL)(1) 9,115 31,820 2015 ZIM (3) 3Q27 (3) 4Q27 (3) 65,000 (3)
MSC Tianjin 8,603 34,325 2005 MSC 2Q24 3Q24 19,000
MSC Qingdao (4) 8,603 34,609 2004 MSC 2Q24 2Q25 23,000
GSL Ningbo 8,603 34,340 2004 MSC 2Q27 4Q27 (5) 22,500 (5)
GSL Eleni 7,847 29,261 2004 Maersk 3Q24 4Q24 (6) 16,500 (6)
GSL Kalliopi 7,847 29,105 2004 Maersk 3Q23 4Q24 (6) 14,500 (6)
GSL Grania 7,847 29,190 2004 Maersk 3Q23 4Q24 (6) 14,500 (6)
Mary (1) 6,927 23,424 2013 CMA CGM 3Q23 1Q24 25,910
Kristina (1) 6,927 23,421 2013 CMA CGM 2Q24 4Q24 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 3Q24 25,910
Alexis (1) 6,882 23,919 2015 CMA CGM 1Q24 3Q24 25,910
Olivia I (1) 6,882 23,864 2015 CMA CGM 1Q24 2Q24 25,910
GSL Christen 6,840 27,954 2002 Maersk 3Q23 1Q24 35,000
GSL Nicoletta 6,840 28,070 2002 Maersk 3Q24 1Q25 35,750
CMA CGM Berlioz 6,621 26,776 2001 CMA CGM 4Q25 2Q26 37,750
Agios Dimitrios (4) 6,572 24,931 2011 MSC 4Q23 3Q24 20,000
GSL Vinia 6,080 23,737 2004 Maersk 3Q24 1Q25 13,250
GSL Christel Elisabeth 6,080 23,745 2004 Maersk 2Q24 1Q25 13,250
GSL Dorothea 5,992 24,243 2001 Maersk 3Q24 3Q26 18,600 (7)
GSL Arcadia 6,008 24,858 2000 Maersk 2Q24 1Q26 18,600 (7)
GSL Violetta 6,008 24,873 2000 Maersk 4Q24 4Q25 18,600 (7)
GSL Maria 6,008 24,414 2001 Maersk 4Q24 1Q27 18,600 (7)
GSL MYNY 6,008 24,873 2000 Maersk 3Q24 1Q26 18,600 (7)
GSL Melita 6,008 24,848 2001 Maersk 3Q24 3Q26 18,600 (7)
GSL Tegea 5,992 24,308 2001 Maersk 3Q24 3Q26 18,600 (7)
Tasman 5,936 25,010 2000 Maersk 2Q23 1Q24 12,000 (8)
ZIM Europe 5,936 25,010 2000 ZIM 1Q24 2Q24 24,250
Ian H 5,936 25,128 2000 ZIM 2Q24 4Q24 32,500
GSL Tripoli 5,470 22,259 2009 Maersk 4Q24 4Q27 36,500 (9)
GSL Kithira 5,470 22,108 2009 Maersk 4Q24 4Q27 36,500 (9)
GSL Tinos 5,470 22,067 2010 Maersk 4Q24 4Q27 36,500 (9)
GSL Syros 5,470 22,098 2010 Maersk 4Q24 4Q27 36,500 (9)
Dolphin II 5,095 20,596 2007 OOCL 1Q25 2Q25 53,500
Orca I 5,095 20,633 2006 Maersk 2Q24 4Q25 21,000 (10)
CMA CGM Alcazar 5,089 20,087 2007 CMA CGM 3Q26 4Q26 35,500
GSL Château d’If 5,089 19,994 2007 CMA CGM 4Q26 1Q27 35,500
GSL Susan 4,363 17,309 2008 CMA CGM 3Q27 4Q27 22,000 (11)
CMA CGM Jamaica 4,298 17,272 2006 CMA CGM 1Q28 2Q28 25,350 (11)
CMA CGM Sambhar 4,045 17,429 2006 CMA CGM 1Q28 2Q28 25,350 (11)
CMA CGM America 4,045 17,428 2006 CMA CGM 1Q28 2Q28 25,350 (11)
GSL Rossi 3,421 16,420 2012 Gold Star/ZIM 1Q26 3Q26 38,875
GSL Alice 3,421 16,543 2014 CMA CGM 1Q23 2Q23 21,500
GSL Eleftheria 3,404 16,642 2013 Maersk 3Q25 4Q25 37,975
GSL Melina 3,404 16,703 2013 Maersk 2Q23 3Q23 24,500
GSL Valerie 2,824 11,971 2005 ZIM 2Q25 3Q25 35,600 (12)
Matson Molokai 2,824 11,949 2007 Matson 2Q25 3Q25 36,500
GSL Lalo 2,824 11,950 2006 ONE 4Q22 1Q23 18,500
GSL Mercer 2,824 11,970 2007 ONE 4Q24 1Q25 35,750
Athena 2,762 13,538 2003 Hapag-Lloyd 2Q24 2Q24 21,500
GSL Elizabeth 2,741 11,507 2006 ONE 3Q22 1Q23 18,500
Tbr GSL Chloe 2,546 12,212 2012 ONE 4Q24 1Q25 33,000
GSL Maren 2,546 12,243 2014 Westwood 4Q22 1Q23 19,250
Maira 2,506 11,453 2000 Hapag-Lloyd 1Q23 2Q23 14,450
Nikolas 2,506 11,370 2000 CMA CGM 1Q23 1Q23 16,000
Newyorker 2,506 11,463 2001 CMA CGM 1Q24 3Q24 20,700
Manet 2,272 11,727 2001 OOCL 4Q24 2Q25 32,000
Keta 2,207 11,731 2003 CMA CGM 1Q25 1Q25 25,000
Julie 2,207 11,731 2002 Sea Consortium 1Q23 2Q23 20,000
Kumasi 2,207 11,791 2002 Wan Hai 1Q25 2Q25 38,000
Akiteta 2,207 11,731 2002 OOCL 4Q24 1Q25 32,000
GSL Amstel 1,118 5,167 2008 CMA CGM 3Q23 3Q23 11,900
               
 4 
 

  (1)

Modern design, high reefer capacity, fuel-efficient vessel.

 

  (2)

In many instances charterers have the option to extend a charter beyond the nominal latest expiry date by the amount of time that the vessel was off hire during the course of that charter. This additional charter time (“Offhire Extension”) is computed at the end of the initially contracted charter period. The Latest Charter Expiry Dates shown in this table have been adjusted to reflect offhire accrued up to the date of issuance of this release plus estimated offhire scheduled to occur during the remaining lifetimes of the respective charters. However, as actual offhire can only be calculated at the end of each charter, in some cases actual Offhire Extensions – if invoked by charterers – may exceed the Latest Charter Expiry Dates indicated.

 

  (3)

ZIM Norfolk (ex UASC Al Khor) & ZIM Xiamen (ex Maira XL). On November 22, 2021 we announced the forward fixture of these two ships, upon the expiry of their existing charters in the second and third quarters of 2022, respectively, for approximately five years each at a charter rate of $65,000 per day.

 

  (4)

MSC Qingdao & Agios Dimitrios are fitted with Exhaust Gas Cleaning Systems (“scrubbers”).

 

  (5)

GSL Ningbo is chartered to MSC at $22,500 per day to July 2023; thereafter the charter has been extended by 48 to 52 months, at a rate expected to generate annualized Adjusted EBITDA of approximately $16.6 million.

 

  (6)

GSL Eleni delivered 2Q2019 is chartered for five years; GSL Kalliopi (delivered 4Q2019) and GSL Grania (delivered 3Q2019) are chartered for three years plus two successive periods of one year each, at the option of the charterer. For GSL Kalliopi and GSL Grania the first option periods were exercised in May 2022. During the option periods the charter rates for GSL Kalliopi and GSL Grania are $18,900 per day and $17,750 per day respectively, with these new rates to apply from 3Q 2022.

 

  (7)

Contract cover for each ship is for a firm period of at least three years from the date each vessel is delivered, with charterers holding a one-year extension option on each charter (at a rate of $12,900 per day), followed by a second option (at a rate of $12,700 per day) with the period determined by – and terminating prior to – each vessel’s 25th year drydocking & special survey.

 

  (8)

Tasman. 12-month extension at charterer’s option was declared in May 2022, at an increased rate of $20,000 per day. The new rate is to apply from 3Q 2022.

 

  (9)

Ultra-high reefer ships of 5,470 TEU each. These ships delivered in September and October of 2021. Contract cover on each ship is for a firm period of three years at a rate of $36,500 per day, with a period of an additional three years (at $17,250 per day) at charterers’ option.

 

  (10)

Orca I. Chartered at $21,000 per day through to the median expiry of the charter in 2Q2024; thereafter the charterer has the option to charter the vessel for a further 12-14 months at the same rate.

 

  (11)

GSL Susan, CMA CGM Jamaica, CMA CGM Sambhar and CMA CGM America. In July 2022, these four vessels were forward fixed for five years +/- 45 days at charter rates expected to generate annualized Adjusted EBITDA of approximately $11.3 million per vessel. The new charter for GSL Susan is scheduled to commence in late 2022, while those for the other three ships are due to commence towards the end of 1Q 2023.

 

  (12) GSL Valerie. Chartered to ZIM at an average rate of $35,600 per day - $40,000 per day for the first 12 months, $36,000 per day for the next 12 months, and $32,000 per day for the remaining period.

 

 5 
 

Recent and Other Developments

 

Redemption of 8.00% Senior Unsecured Notes due 2024

 

On June 17, 2022, we announced the full redemption of the remaining outstanding 8.00% Senior Unsecured Notes due 2024 (the “2024 Notes”) of $89.0 million aggregate principal amount. The redemption was completed on July 18, 2022 at a price of 102.00% of the principal amount plus accrued and unpaid interest, up to but not including, the redemption date. Previously, on April 5, 2022, we completed the partial redemption of $28.5 million aggregate principal amount of the 2024 Notes at a price equal to 102.00% of the principal amount plus accrued and unpaid interest.

 

Private Placement of 5.69% Senior Secured Notes due 2027

 

On June 16, 2022, Knausen Holding LLC (the “Issuer”), an indirect wholly-owned subsidiary of us, closed on the private offering of $350.0 million of privately rated/investment grade 5.69% Senior Secured Notes due 2027 (the “2027 USPP Notes”) to a limited number of accredited investors. The interest rate on the Notes was determined based on the 3.2 year Interpolated US Treasury Yield plus a spread of 2.85%.

 

We used the net proceeds from the private placement for the repayment of the remaining outstanding balance on our $236.2 million Senior Secured Loan Facility and the Hellenic Bank Credit Facility (releasing five unencumbered vessels), and our 2024 Notes. The remaining amount of net proceeds were, or are expected to be, used for general corporate purposes.

 

An amount equal to 15% per annum of the original principal balance of each Note is to be paid in equal quarterly installments on the 15th day of each of January, April, July, and October starting October 15, 2022, and the remaining unpaid principal balance shall be due and payable on the maturity date of July 15, 2027. Interest accrues on the unpaid balance of the 2027 USPP Notes, payable quarterly on the 15th day of January, April, July, and October in each year, such interest commencing and accruing on and from June 14, 2022.

 

The 2027 USPP Notes are senior obligations of the Issuer, secured by first priority mortgages on 20 identified vessels owned by subsidiaries of the Issuer (the “Subsidiary Guarantors”) and certain other associated assets and contract rights, as well as share pledges over the Subsidiary Guarantors. In addition, the 2027 USPP Notes are fully and unconditionally guaranteed by the Company.

 

Carbon Capture Initiative

 

On May 12, 2022 we announced our investment and participation in a carbon capture initiative led by Aqualung Carbon Capture AS (“Aqualung”), an innovator in carbon dioxide capture and separation technology, alongside other industry leaders in shipping, energy generation and infrastructure, and lithium production. We were invited to invest in Aqualung and to pool our technical expertise to support the application of Aqualung’s carbon capture solution to the maritime sector, with a particular focus on the development of containerized carbon capture units to be retrofit-able to containerships and other seagoing vessels.

 

Share Buyback

 

In April 2022, we repurchased 184,684 Class A common shares at an average price of $26.66 per share for a total of $4.9 million under the authorized program of $40.0 million for opportunistic share repurchases.

 

Interest Rate Caps

 

In February 2022, we entered into USD 1-month LIBOR interest rate caps of 0.75% through fourth quarter 2026 on $507.9 million of floating rate debt, which reduces over time and represented the remaining balance of the outstanding floating rate debt, after entering a similar interest rate cap in December 2021, on $484.1 million of floating rate debt, which also reduces over time, leaving us fully hedged on our floating rate debt.

 

Amendment to $268.0 Million Syndicated Senior Secured Credit Facility

In January 2022, we agreed an amendment to the existing $268.0 million Syndicated Senior Secured Credit Facility with an outstanding balance of $213.2 million, to extend the maturity date from September 2024 to December 2026, favorably amend certain covenants, and release three vessels from the facility’s collateral basket, at an unchanged rate of LIBOR + 3.00%. The three vessels were subsequently used as collateral for a new $60.0 million syndicated senior secured debt facility, maturing in July 2026 and priced at LIBOR + 2.75%, which was used to fully repay our 10.00% Blue Ocean junior debt facility and for general corporate purposes.

 

 6 
 

Critical Accounting Policies

 

The interim unaudited condensed 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 significant accounting policies, please see note 2 to the interim unaudited condensed consolidated financial statements included elsewhere in this report.

 

(a)Use of estimates

 

The preparation of interim unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates under different assumptions and/or conditions.

 

(b)Vessels in operation

 

Vessels are generally recorded at their historical cost, which consists of the acquisition price and any material expenses incurred upon acquisition, adjusted for the fair value of intangible assets or liabilities associated with above or below market charters attached to the vessels at acquisition. Vessels acquired in a corporate transaction accounted for as an asset acquisition are stated at the acquisition price, which consists of consideration paid, plus transaction costs considering pro rata allocation based on vessels fair value at the acquisition date. Vessels acquired in a corporate transaction accounted for as a business combination are recorded at fair value.

 

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, 2022 and for the year ended December 31, 2021.

 

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. Management estimated the residual values of our vessels based on scrap rate of $400 per LWT.

 

For any vessel group which is impaired, the impairment charge is recorded against the cost of the vessel and the accumulated depreciation as at the date of impairment is removed from the accounts.

 

The cost and related accumulated depreciation of assets retired or sold are removed from the accounts at the time of sale or retirement and any gain or loss is included in the interim unaudited condensed Consolidated Statements of Income.

 

 7 
 
(c)Impairment of Long-lived assets

 

Tangible fixed assets, such as vessels, that are held and used or to be disposed of by us are reviewed for impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable. In these circumstances, we perform step one of the impairment test by comparing the undiscounted projected net operating cash flows for each vessel group to its carrying value. A vessel group comprises the vessel, the unamortized portion of deferred drydocking related to the vessel and the related carrying value of the intangible asset or liability (if any) with respect to the time charter attached to the vessel at its purchase. If the undiscounted projected net operating cash flows of the vessel group are less than its carrying amount, management proceeds to step two of the impairment assessment by comparing the vessel group’s carrying amount to its fair value, including any applicable charter, and an impairment loss is recorded equal to the difference between the vessel group’s carrying value and fair value. Fair value is determined with the assistance from valuations obtained from third party independent ship brokers.

 

We use a number of assumptions in projecting our undiscounted net operating cash flows analysis including, among others, (i) revenue assumptions for charter rates on expiry of existing charters, which are based on forecast charter rates, where relevant, in the four years from the date of the impairment test and a reversion to the historical mean of time charter rates for each vessel thereafter (ii) off-hire days, which are based on actual off-hire statistics for our fleet (iii) operating costs, based on current levels escalated over time based on long term trends (iv) dry docking frequency, duration and cost (v) estimated useful life, which is assessed as a total of 30 years from original delivery by the shipyard and (vi) scrap values.

 

Revenue assumptions are based on contracted charter rates up to the end of the existing contract of each vessel, and thereafter, estimated time charter rates for the remaining life of the vessel. The estimated time charter rate used for non-contracted revenue days of each vessel is considered a significant assumption. Recognizing that the container shipping industry is cyclical and subject to significant volatility based on factors beyond our control, management believes that using forecast charter rates in the four years from the date of the impairment assessment and a reversion to the historical mean of time charter rates thereafter, represents a reasonable benchmark for the estimated time charter rates for the non-contracted revenue days, and takes into account the volatility and cyclicality of the market.

 

During the six months ended June 30, 2022 and 2021, we evaluated the impact of current economic situation on the recoverability of all our other vessel groups and have determined that there were no events or changes in circumstances which indicated that their carrying amounts may not be recoverable. Accordingly, there was no triggering event and no impairment test was performed for the six months ended June 30, 2022 and 2021.

 

 

 8 
 
(d)Intangible assets and liabilities-charter agreements

 

The Company’s intangible assets and liabilities consist of unfavorable lease terms on charter agreements acquired in assets acquisitions. When intangible assets or liabilities associated with the acquisition of a vessel are identified, they are recorded at fair value. Fair value is determined by reference to market data and the discounted amount of expected future cash flows. Where charter rates are higher than market charter rates, an intangible asset is recorded, based on the difference between the acquired charter rate and the market charter rate for an equivalent vessel and equivalent duration of charter party at the date the vessel is delivered. Where charter rates are less than market charter rates, an intangible liability is recorded, based on the difference between the acquired charter rate and the market charter rate for an equivalent vessel. The determination of the fair value of acquired assets and liabilities requires the Company to make significant assumptions and estimates of many variables including market charter rates (including duration), the level of utilization of its vessels and its weighted average cost-of capital (‘WACC’). The estimated market charter rate (including duration) is considered a significant assumption. The use of different assumptions could result in a material change in the fair value of these items, which could have a material impact on the Company’s financial position and results of operations. The amortizable value of favorable and unfavorable leases is amortized over the remaining life of the relevant lease term and the amortization expense or income respectively is included under the caption “Amortization of intangible liabilities -charter agreements” in the interim unaudited condensed Consolidated Statements of Income. For any vessel group which is impaired, the impairment charge is recorded against the cost of the vessel and the accumulated depreciation as at the date of impairment is removed from the accounts.

 

(e)Revenue recognition and related expense

 

We charter out our vessels on time charters which involves placing a vessel at a charterer’s disposal for a specified period of time during which the charterer uses the vessel in return for the payment of a specified daily hire rate. Such charters are accounted for as operating leases and therefore revenue is recognized on a straight-line basis as the average revenues over the rental periods of such charter agreements, as service is performed. Cash received in excess of earned revenue is recorded as deferred revenue. If a time charter contains one or more consecutive option periods, then subject to the options being exercisable solely by us, the time charter revenue will be recognized on a straight-line basis over the total remaining life of the time charter, including any options which are more likely than not to be exercised. If a time charter is modified, including the agreement of a direct continuation at a different rate, the time charter revenue will be recognized on a straight-line basis over the total remaining life of the time charter from the date of modification. 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 condensed Consolidated Balance Sheets.

 

Revenues are recorded net of address commissions, which represent a discount provided directly to the charterer based on a fixed percentage of the agreed upon charter rate. Charter revenue received in advance which relates to the period after a balance sheet date is recorded as deferred revenue within current liabilities until the respective charter services are rendered.

 

Under time charter arrangements we, as owner, are responsible for all the operating expenses of the vessels, such as crew costs, insurance, repairs and maintenance, and such costs are expensed as incurred and are included in vessel operating expenses.

 

Commission paid to brokers to facilitate the agreement of a new charter are included in time charter and voyage expenses as are certain expenses related to a voyage, such as the costs of bunker fuel consumed when a vessel is off-hire or idle.

 

Leases: In cases of lease agreements where we act as the lessee, we recognize an operating lease asset and a corresponding lease liability on the consolidated balance sheets. Following initial recognition and with regards to subsequent measurement we remeasure lease liability and right of use asset at each reporting date.

 

Leases where we act as the lessor are classified as either operating or sales-type / direct financing leases.

 

 9 
 

In cases of lease agreements where we act as the lessor under an operating lease, we keep the underlying asset on the consolidated balance sheets and continue to depreciate the assets over their useful life. In cases of lease agreements where we act as the lessor under a sales-type / direct financing lease, we derecognize the underlying asset and record a net investment in the lease. We act as a lessor under operating leases in connection with all of our charter out – bareboat-out arrangements.

 

In cases of sale and leaseback transactions, if the transfer of the asset to the lessor does not qualify as a sale, then the transaction constitutes a failed sale and leaseback and is accounted for as a financial liability. For a sale to have occurred, the control of the asset would need to be transferred to the lessor, and the lessor would need to obtain substantially all the benefits from the use of the asset. We have entered into two agreements which qualify as failed sale and leaseback transactions as we are required to repurchase the vessels at the end of the lease term and we have accounted for the two agreements as financing transactions.

 

We elected the practical expedient which allows us to treat the lease and non-lease components as a single lease component for the leases where the timing and pattern of transfer for the non-lease component and the associated lease component to the lessees are the same and the lease component, if accounted for separately, would be classified as an operating lease. The combined component is therefore accounted for as an operating lease under ASC 842, as the lease components are the predominant characteristics.

 

(f)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 we have 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.

 

In December 2021, we purchased a USD one-month interest rate cap with an aggregate notional amount of $484.1 million, which amortizes over time as our outstanding debt balances decline. In February 2022, we further hedged our exposure by putting in place two USD one-month LIBOR interest rate caps of 0.75% through fourth quarter 2026, on $507.9 million of our floating rate debt. The second interest rate cap was not designated as a cash flow hedge and therefore the positive fair value adjustment of $6.6 million as at June 30, 2022 was recorded through our interim unaudited condensed Consolidated Statements of Income. ASC 815-20-25-13a stipulates that an entity may designate either all or certain future interest payments on variable-rate debt as the hedged exposure in a cash flow hedge relationship. We are designating certain future interest payments on its outstanding variable-rate debt as the hedged item in this relationship. Under ASC 815-20-25-106e, “for cash flow hedges of the interest payments on only a portion of the principal amount of the interest-bearing asset or liability, the notional amount of the interest rate cap designated as the hedging instrument matches the principal amount of the portion of the asset or liability on which the hedged interest payments are based.” In this case, we have designated only a portion of our outstanding debt (initially, $253.9 million) as the hedged item, and any interest payments beyond the notional amount of the interest rate cap in any given period are not designated as being hedged.

 

 10 
 

 

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.

 

Credit risk: We closely monitor our 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 us, vessel employment contracts. 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 cash and cash equivalents and time deposits. We do not believe 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.

(g)Derivative instruments

 

The Company is exposed to interest rate risk relating to its variable rate borrowings. In December 2021, the Company purchased an interest rate cap with an aggregate notional amount of $484.1 million (“December 2021 hedging"), which amount reduces over time as the Company’s outstanding debt balances amortize. The objective of the hedges is to reduce the variability of cash flows associated with the interest relating to its variable rate borrowings. At the inception of the transaction, the Company documents the relationship between hedging instruments and hedged items, as well as its risk management objective and the strategy for undertaking various hedging transactions. The Company also documents its assessment, both at the hedge inception and on an ongoing basis, of whether the derivative financial instruments that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.

 

This Transaction is designated as a cash flow hedge, and under ASU 2017-12, cash flow hedge accounting allows all changes in fair value to be recorded through Other Comprehensive Income once hedge effectiveness has been established. Under ASC 815-30-35-38, amounts in accumulated other comprehensive income shall be reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings (i.e., each quarter) and shall be presented in the same income statement line item as the earnings effect of the hedged item in accordance with paragraph 815-20-45-1A.

 

The premium paid related to this derivative was classified in the interim unaudited condensed Consolidated Statements of Cash Flows as operating activities in the line item “Derivative asset”. The premium shall be amortized into earnings “on a systematic and rational basis over the period in which the hedged transaction affects earnings” (ASC 815-30-35-41A); that is, the Company will expense the premium over the life of the interest rate cap in accordance with the “caplet method,” as described in Derivatives Implementation Group (DIG) Issue G20. DIG Issue G20 dictates that the cost of the interest rate cap is recognized on earnings over time, based on the value of each periodic caplet. The cost per period will change as the caplet for that period changes in value. Given that the interest rate cap is forward-starting, expensing of the premium will not begin until the effective start date of the interest rate cap, in order to match potential cap revenue with the cap expenses in the period in which they are incurred.

 

In February 2022, the Company further purchased two interest rate caps with an aggregate notional amount of $507.9 million. The first interest rate cap of $253.9 million which has been designated as a cash flow hedge, has the same accounting treatment as described above for the December 2021 hedging. The second interest rate cap was not designated as a cash flow hedge and therefore the positive fair value adjustment of $6.6 million as at June 30, 2022 was recorded through our interim unaudited condensed Consolidated Statements of Income. ASC 815-20-25-13a stipulates that an entity may designate either all or certain future interest payments on variable-rate debt as the hedged exposure in a cash flow hedge relationship. In this case, the Company has designated only a portion of its outstanding debt (initially, $253.9 million) as the hedged item, and any interest payments beyond the notional amount of the interest rate cap in any given period are not designated as being hedged.

 

(h)Recent accounting pronouncements

 

We do not believe that any recently issued, but not yet effective, accounting pronouncements would have a material impact on our interim unaudited condensed consolidated financial statements.

 

 11 
 

Results of Operations

 

Financial Results for the Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021

 

The following table presents interim unaudited consolidated revenues and expenses for the six month periods ended June 30, 2022 and 2021. This information was derived from the interim unaudited condensed consolidated financial statements of operations of Global Ship Lease for the respective periods.

 

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

 

 

    

Six months ended

June 30,

     2022  2021
OPERATING REVENUES        
Time charter revenues (include related party revenues of $66.9 million and $65.0 million for each of the periods ended June 30, 2022 and 2021, respectively)  $ 284.7$ 153.4

Amortization of intangible liabilities-charter agreements (includes related party amortization of intangible liabilities-charter agreements of $5.4 million and $1.0 million for each of the periods ended June 30, 2022 and 2021, respectively)

    23.4  2.5
Total Operating Revenues    308.1  155.9
         
OPERATING EXPENSES        
Vessel operating expenses (include related party vessel operating expenses of $8.6 million and $6.9 million for each of the periods ended June 30, 2022 and 2021, respectively)    80.9  52.4
Time charter and voyage expenses (include related party time charter and voyage expenses of $3.0 million and $1.5 million for each of the periods ended June 30, 2022 and 2021, respectively)    9.5  3.9
Depreciation and amortization    40.1  25.5
General and administrative expenses    6.7  6.1
Gain on sale of vessel    —    (7.8)
Operating Income    170.9  75.8
         
NON-OPERATING INCOME/(EXPENSES)        
Interest income    0.5  0.3
Interest and other finance expenses (include $19.1 million expenses relating to prepayment fees, acceleration of deferred financing costs, premium and $5.8 million Notes premium for each of the periods ended June 30, 2022 and 2021, respectively)    (48.7)  (39.3)
Other income, net    0.2  0.9
Fair value adjustment on derivative asset    6.6  —  
Total non-operating expenses    (41.4)  (38.1)
Income before income taxes    129.5  37.7
Income taxes    —    —  
Net Income    129.5  37.7
Earnings allocated to Series B Preferred Shares    (4.8)  (3.5)
Net Income available to Common Shareholders  $ 124.7$ 34.2

  

Revenue and Utilization

 

Revenue from fixed-rate, mainly long-term, time-charters was $308.1 million in the six months ended June 30, 2022, up $152.2 million (or 97.6%) on revenue of $155.9 million for the prior year period. The increase in revenue is principally due to (i) a 44.8% increase in ownership days, due to the net acquisition of 22 vessels in 2021, all of which were delivered after March 31, 2021, resulting in 11,765 ownership days in the six months ended June 30, 2022, compared to 8,125 days in the same period of 2021, (ii) increased revenue on charter renewals at higher rates on 25 vessels, (iii) a $20.9 million credit from amortization of intangible liabilities arising on below-market charters attached to the newly acquired vessels, which was partially offset by an increase in unplanned offhire days from 61 days in the six months ended June 30, 2021 to 236 days in the same period of 2022. The 236 days of unplanned offhire in the six months ended June 30, 2022 include (i) an incident of a total of 141 days for main engine damage of two ships, (ii) 19 days for damage in diesel generator in one ship and (iii) offhire days due to COVID-19. The 309 days of planned offhire for drydockings in the six months ended June 30, 2022 were attributable to ten regulatory drydockings, while in the comparative period of 2021, the 195 days of planned offhire were mainly attributable to three regulatory dry-docking which had been completed and another three dry-dockings in progress as of June 30, 2021. Utilization for the six months ended June 30, 2022 was 95.1% compared to utilization of 96.5% in the same period of the prior year.

 12 
 

The table below shows fleet utilization for the six month periods ended June 30, 2022 and 2021.

  Six months ended
  June 30,   June 30,
Days 2022   2021
       
Ownership days 11,765   8,125
Planned offhire - scheduled dry-dock (309)   (195)
Unplanned offhire (236)   (61)
Idle time (30)   (27)
Operating days 11,190   7,842
Utilization 95.1%   96.5%

As of June 30, 2022, two more drydockings were in progress. In 2022, we anticipate 11 further drydockings.

Vessel Operating Expenses

 

Vessel operating expenses, which primarily include costs of crew, lubricating oil, repairs, maintenance, insurance and technical management fees, were up 54.4% to $80.9 million in the six months ended June 30, 2022, compared to $52.4 million in the comparative period. The increase of $28.5 million was mainly due to 3,640, or 44.8%, net additional ownership days in the six months ended June 30, 2022 as the result of the net acquisition of 22 vessels in 2021, all of which were delivered after March 31, 2021. The average cost per ownership day was $6,875, compared to $6,450 for the prior year period, up $425 per day, or 6.6% mainly due to increased crew expenses as a result of COVID-19 and the conflict in Ukraine, increased insurance costs and increased lubricant expenses as a result of higher oil prices.

 

Time Charter and Voyage Expenses

Time charter and voyage expenses comprise mainly commission paid to ship brokers, the cost of bunker fuel for owner’s account when a ship is off-hire or idle and miscellaneous owner’s costs associated with a ship’s voyage. For the six months ended June 30, 2022, time charter and voyage expenses were $9.5 million, or an average of $804 per day, compared to $3.9 million in the comparative period, or $479 per day, an increase of $325 per ownership day, or 67.8%. The increase was mainly due to the commissions on the 22 vessels acquired in 2021, all of which were delivered after March 31, 2021, plus higher costs for bunker fuel for owner’s account due to increase in unplanned off hire days, additional voyage administration costs and other voyage expenses mainly related to COVID 19 port restrictions and additional operational requests from charterers.

 

Depreciation and Amortization

 

Depreciation for the six months ended June 30, 2022 was $40.1 million, compared to $25.5 million in the comparative period, with the increase being due to the net acquisition of 22 vessels in 2021, all of which were delivered after March 31, 2021.

 

Gain on sale of vessel

 

The 2001-built, 2,272 TEU containership, La Tour, was sold on June 30, 2021 for net proceeds of $16.5 million resulting in a gain of $7.8 million.

 

 13 
 

General and Administrative Expenses

 

For the six months ended June 30, 2022, general and administrative expenses were $6.7 million, compared to $6.1 million in the comparative period mainly due to the non-cash effect of accelerated stock based compensation expense recognized in the first and second quarter of 2022. The average general and administrative expense per ownership day for the six-month period ended June 30, 2022 was $572, compared to $755 in the comparative period, a decrease of $183 or 24.2%. The decrease in average general and administrative expenses is due to the increase in ownership days following the net acquisition of 22 vessels in 2021, all of which were delivered after March 31, 2021.

 

Adjusted EBITDA

 

Adjusted EBITDA (a non-GAAP financial measure) for the six months ended June 30, 2022 was $189.9 million, compared to $93.8 million for the comparative period, with the increase being due to the net acquisition of 22 vessels in 2021, all of which were delivered after March 31, 2021. Please see “Non-U.S. GAAP Financial Measure” below.

 

Interest Expense and Interest Income

 

Debt as at June 30, 2022 totaled $1,125.7 million, comprising $526.7 million of secured bank debt collateralized by vessels, $350.0 million of 2027 USPP Notes collateralized by vessels, $160.0 million under sale and leaseback financing transactions and $89.0 million of unsecured indebtedness on our 2024 Notes which were fully redeemed in July 2022. As of June 30, 2022, five of our vessels were unencumbered.

 

Debt as at June 30, 2021 totaled $835.4 million, comprising $684.2 million secured debt collateralized by our vessels, $68.7 million from sale and leaseback financing transactions and $82.5 million of unsecured indebtedness on our 2024 Notes. As of June 30, 2021, none of our vessels were unencumbered.

 

Interest and other finance expenses for the six months ended June 30, 2022 was $48.7 million, up from $39.3 million for the comparative period. The increase is mainly due to a prepayment fee and the associated non-cash write off of deferred financing charges of $14.1 million on the full repayment of our Hayfin Credit Facility, the non-cash write off of deferred financing charges of $0.3 million on the full repayment of our Hellenic Credit Facility, $0.6 million premium paid on the redemption in April 2022 of $28.5 million of 2024 Notes and a prepayment fee and the associated non-cash write off of deferred financing charges of $4.1 million on the full repayment of our Blue Ocean Junior Credit Facility compared to $5.8 million premium paid on the redemption in full of our 2022 Notes in January 2021 plus the acceleration of deferred financing charges of $3.7 million, and the acceleration of amortization of original issue discount associated with the redemption of the 2022 Notes of $1.1 million plus the prepayment fee of $1.6 million paid on the partial repayment of our Blue Ocean Junior Credit Facility, plus the prepayment fee of $1.4 million paid on the repayment and completion of the refinancing of our Odyssia Credit Facilities.

 

Interest income for the six months period ended June 30, 2022 was $0.5 million, compared to $0.4 million for the comparative period.

 

Other Income, Net

 

Other income, net was $0.2 million for the six month period ended June 30, 2022, compared to $0.9 million for the comparative period.

 

Fair value adjustment on derivatives

 

In December 2021, we entered into a USD 1 month LIBOR interest rate cap of 0.75% through fourth quarter 2026 on $484.1 million of floating rate debt, which reduces over time and represented approximately half of the outstanding floating rate debt. In February 2022, we entered into two additional USD 1-month LIBOR interest rate caps of 0.75% through fourth quarter 2026 on the remaining balance of $507.9 million of floating rate debt. The second interest rate cap was not designated as a cash flow hedge and therefore the positive fair value adjustment of $6.6 million for the six months ended June 30, 2022 was recorded through our interim unaudited condensed consolidated statements of income.

 

Earnings Allocated to Preferred Shares

 

The Series B Preferred Shares, carry a coupon of 8.75%, the cost of which for the six months ended June 30, 2022 was $4.8 million, compared to $3.5 million for the comparative period. The increase was due to additional Series B Preferred Shares issued under our ATM program since July 1, 2021.

 

 14 
 

Net Income Available to Common Shareholders

 

Net income available to common shareholders for the six months ended June 30, 2022 was $124.7 million, after $6.6 million fair value adjustment on derivatives, a prepayment fee and the associated non-cash write off of deferred financing charges of $14.1 million on the full repayment of our Hayfin Credit Facility, the non-cash write off of deferred financing charges of $0.3 million on the full repayment of our Hellenic Credit Facility, $0.6 million premium paid on the redemption in April 2022 of $28.5 million of 2024 Notes and a prepayment fee and the associated non-cash write off of deferred financing charges of $4.1 million on the full repayment of our Blue Ocean Junior Credit Facility.

 

Earnings per share for the six months ended June 30, 2022, was $3.41, an increase of 241.0% from the earnings per share for the comparative period, which was $1.00.

 

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 our 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.

 

Adjusted EBITDA

 

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

 

Adjusted EBITDA is presented herein on a forward-looking basis in certain instances. We have not provided a reconciliation of forward looking Adjusted EBITDA to the most directly comparable US GAAP measure because such US GAAP financial measure on a forward-looking basis is not available to us without unreasonable effort.

 

 15 
 

Adjusted EBITDA (Unaudited)

 

(Expressed in millions of U.S. dollars)

 

         
    Six months ended
    June 30,   June 30,
    2022   2021
Net income available to Common Shareholders 124.7   34.2
         
Adjust: Depreciation and amortization 40.1   25.5
  Amortization of intangible liabilities (23.4)   (2.5)
  Gain on sale of vessel    (7.8)
  Fair value adjustment on derivative asset (6.6)  
  Interest income (0.5)   (0.4)
  Interest expense 48.7   39.3
  Share based compensation 2.1   1.9
  Earnings allocated to preferred shares 4.8   3.5
Adjusted EBITDA 189.9   93.8

 

 

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 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. Six drydockings were completed during the six months ended June 30, 2022 and two more drydockings were in progress as of June 30, 2022.

 

The main factor affecting our operating cash flow in a period is the timing of the receipt of charterhire, which is due to be paid two weeks or one month in advance and, other than from any asset sales and purchases, are the payments for costs of drydockings and vessel upgrades, the timing of the payment of interest, which is mainly quarterly, including on our 2024 Notes, and amortization of our debt.

 

Our credit facilities require that we maintain certain levels of minimum liquidities and on group basis we maintain $20.0 million minimum liquidity at each quarter. In addition, we intend to declare and make quarterly dividend payments amounting to approximately $2.4 million per quarter on our Series B Preferred Shares on a perpetual basis and in accordance with the Certificate of Designation governing the terms of our Series B Preferred Shares, based on the amount outstanding as of June 30, 2022. Finally, we may, in the discretion of our Board of Directors, declare and pay dividends on our common shares, subject to, among other things, any applicable restrictions contained in our current and future agreements governing our indebtedness, including our credit facilities, and available cash flow.

 

On May 9, 2022 we announced a dividend of $0.375 per Class A common share from the earnings of the first quarter 2022, paid on June 2, 2022 to common shareholders of record as of May 24, 2022, amounting to $13.8 million. On August 4, 2022, we announced a dividend of $0.375 per Class A common share from the earnings of the second quarter 2022 to be paid on September 2, 2022 to common shareholders of record as of August 23, 2022.

 

 16 
 

Other than costs for drydockings and compliance with environmental and decarbonization regulations, 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.

 

All our revenues are denominated in U.S. dollars and a portion of our expenses are denominated in currencies other than U.S. dollars. As of June 30, 2022, we had $308.1 million in cash and cash equivalents, including $119.1 million restricted cash and time deposits of $7.8 million and from free available cash $22.5 million are associated with credit facilities minimum liquidity covenants and $90.8 million have been utilized to fully redeem the 2024 Notes in July 2022. Our cash and cash equivalents are mainly held in U.S. dollars, with relatively small amounts of UK pounds sterling and Euros. 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.

 

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 credit facilities 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. In December 2021, we hedged our exposure to a potential rising interest rate environment by putting in place a USD one-month LIBOR interest rate cap of 0.75% through fourth quarter 2026, on $484.1 million of our floating rate debt, which reduces over time and represents approximately half of the then outstanding floating rate debt. In February 2022, we entered into a further USD one-month LIBOR interest rate caps of 0.75% through fourth quarter 2026 on $507.9 million of remaining floating rate debt, which also reduces over time and represented approximately half of the outstanding floating rate. 

 17 
 

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, 2022 and 2021.

    Six months ended June 30,
    2022    

 

2021

 

Cash flows from operating activities:          
Net income $ 129.5   $ 37.7
Adjustments to reconcile net income to net cash provided by operating activities:          
Depreciation and amortization $ 40.1   $ 25.5
Gain on sale of vessel       (7.8)
Amortization of derivative assets' premium   0.1    
Amortization of deferred financing costs   6.1     5.4
Amortization of original issue discount on repurchase of notes   0.3     7.1
Amortization of intangible liabilities-charter agreements   (23.4)     (2.5)
Fair value adjustment on derivative asset   (6.6)    
Prepayment fees on debt repayment   15.2     3,1
Share based compensation   2.1     1.9
Changes in operating assets and liabilities:          
Increase in accounts receivable and other assets $ (6.2)   $ (5.6)
Increase in inventories   (0.5)     (0.1)
Increase in derivative asset   (15.4)    
Decrease in accounts payable and other liabilities   (1.0)     (3.1)
Decrease /(increase) in related parties' balances, net   2.2     (0.5)
Increase in deferred revenue   0.6     0.6
Unrealized foreign exchange loss      
Net cash provided by operating activities $ 143.1   $ 61.7
Cash flows from investing activities:          
Acquisition of vessels and intangibles $   $ (98.4)
Cash paid for vessel expenditures   (3.2)     (2.2)
Advances for vessel acquisitions and other additions   (2.3)     (26.0)
Cash paid for drydockings   (15.3)     (4.2)
Net proceeds from sale of vessels       16.5
Time deposits withdrawal   0.1    
Net cash used in investing activities $ (20.7)   $ (114.3)
Cash flows from financing activities:          
Proceeds from issuance of 2024 Notes $   $ 22.7
Repurchase of 2022 Notes, including premium       (239.2)
Repurchase of 2024 Notes, including premium   (29.1)    
Proceeds from drawdown of credit facilities and sale and leaseback   60.0     461.8
Proceeds from 2027 USPP Notes   350.0    
Repayment of credit facilities and sale and leaseback   (79.9)     (53.8)
Repayment of refinanced debt,including prepayment fees   (276.6)     (146.9)
Deferred financing costs paid   (9.3)     (7.9)
Net proceeds from offering of Class A common shares, net off offering costs       67.6
Repurchase of Class A common shares   (4.9)    
Proceeds from offering of Series B preferred shares, net of offering costs       34.3
Class A common shares-dividend paid   (23.1)     (9.3)
Series B preferred shares-dividends paid   (4.8)     (3.5)
Net cash (used in)/provided by financing activities $ (17.7)   $ 125.8
Net increase in cash and cash equivalents and restricted cash   104.7     73.2
Cash and cash equivalents and restricted cash at beginning of the period   195.6     92.3
Cash and cash equivalents and restricted cash at end of the period $ 300.3   $ 165.5
Supplementary Cash Flow Information:          
Cash paid for interest $ 25.3   $ 24.6
Non-cash investing activities:          
Unpaid capitalized expenses   8.2    
Unpaid drydocking expenses   7.4     1.9
Unpaid vessel expenditures       3.5
Non-cash financing activities:          
Unpaid offering costs       0.1
Unpaid deferred financing costs   0.3     0.4
Unrealized gain on derivative assets   22.9    

 

 18 
 

Net Cash provided by operating activities for the six months ended June 30, 2022 compared to the six months ended June 30, 2021

 

Net cash provided by operating activities was $143.1 million for the six months ended June 30, 2022 reflecting mainly net income of $129.5 million, adjusted for depreciation and amortization of $40.1 million, amortization of derivative assets' premium of $0.1 million, amortization of deferred financing costs and original issue premium of $6.4 million, amortization of intangible liabilities of $23.4 million, fair value adjustment on derivative of $6.6 million, share-based compensation of $2.1 million, prepayment fees of $15.2 million plus decrease in working capital, including deferred revenue, of $20.3 million.

The adjustments to reconcile net income to net cash provided by operating activities for the six months ended June 30, 2021 were $25.5 million of depreciation and amortization, $7.8 million of gain on sale of La Tour, $12.5 million of amortization of deferred financing costs and original issue discount, $2.5 million of amortization of intangible liabilities, $1.9 million of share-based compensation, prepayment fees of $3.1 million plus decrease in working capital, including deferred revenue, of $8.7 million.

 

 

Cash used in investing activities for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021

 

Cash used in investing activities was $20.7 million for the six months ended June 30, 2022, as compared to $114.3 million for the same period in 2021. Cash used in investing activities for the six months ended June 30, 2022 was the result of (i) $5.5 million for improvements on all vessels, (ii) $15.3 million for regulatory drydockings and (iii) $0.1 million time deposit withdrawal. The principal reason for the decrease is additional investment in new vessels, additional spending on vessel improvements and additional advances for vessel acquisitions in 2021.

 

Cash used in investing activities for the six months ended June 30, 2021 was the result of (i) $98.4 million for the acquisition of six vessels, (ii) $28.2 million for improvements on all vessels and deposits for the 13 vessels, (iii) $4.2 million for regulatory drydockings and (iv) $16.5 million proceeds from sale of vessel La Tour.

 

Cash used in financing activities for the six months ended June 30, 2022 as compared to cash provided by financing activities for the six months ended June 30, 2021

 

Cash used in financing activities was $17.7 million for the six months ended June 30, 2022, compared to $125.8 million cash provided by financing activities in the same period of 2021.

Cash provided by financing activities for the six months ended June 30, 2022 was the result of (i) $356.5 million amortization of debt including prepayment fees; (ii) $9.3 million costs incurred in connection with new credit facilities; (iii) $29.1 million of repurchases of our 2024 Notes, including premium; (iv) $4.8 million and $23.1 million in dividends related to the Series B Preferred Shares and Class A common shares, respectively; (v) $4.9 million for the repurchase of Class A common shares; and (vi) $410.0 million from drawdowns under new credit facilities and 2027 USPP Notes (a) for the refinancing of our Hayfin Credit Facility using a portion of the net proceeds of our 2027 USPP Notes for the full prepayment of the remaining outstanding balance of $197.6 plus a prepayment fee of $11.3 million; and (b) for the full prepayment on June, 24 2022, of our Hellenic Bank Credit Facility using a portion of the net proceeds from the 2027 USPP Notes.

In July 2022 we fully redeemed the remaining outstanding 2024 Notes of $89.0 million aggregate principal amount at a price of 102.00% of the principal amount plus accrued and unpaid interest.

 

Cash provided by financing activities was $125.8 million for the six months ended June 30, 2021, compared to $67.8 million cash used in financing activities in the same period of 2020. Cash provided by financing activities for the six months ended June 30, 2021 was the result of (i) $200.7 million amortization of debt including prepayment fees; (ii) $7.9 million costs incurred in connection with new credit facilities; iii) $239.2 million of repurchases of our 2022 Notes; iv) $3.5 million and $9.3 million in dividends related to the Series B Preferred Shares and Class A common shares, respectively, net of (i) $461.8 million from drawdowns under new credit facilities (a) for the refinance of existing loans of Maira XL amounting to $51.7 million, Anthea Y amounting to $54.0 million, UASC Al Khor amounting to $51.7 million and the New Hayfin Credit Facility amounting to $236.2 million and (b) for a new credit facility in relation to the purchase of the six out of seven containerships of approximately 6,000 TEU each (the “Seven Vessels”) acquired in 2021, amounting to $64.2 million in total and the new sale and leaseback finance amounting to $14.7 million ; (ii) $34.3 million of net proceeds from offerings of our Depositary Shares (representing interests in our Series B Preferred Shares); (iii) $67.6 million of proceeds from offering of Class A common shares, net of offering costs; and (iv) $22.7 million net proceeds from issuance of our 2024 Notes.

 

 19 
 

 

Indebtedness

 

Our indebtedness as of June 30, 2022 comprised:

 

Lender   30/6/2022   Collateral vessels   Interest Rate   Final maturity date
Chailease Credit Facility   4.8   Maira, Nikolas, Newyorker   LIBOR plus 4.2%    March 31, 2025
Syndicated Senior Secured Credit Facility (CACIB, ABN, First-Citizens & Trust Company, Siemens, CTBC, Bank Sinopac, Palatine)   197.2   Dolphin II, Athena, Kristina, Katherine, Agios Dimitrios, Alexandra, Alexis, Olivia I, Orca, Mary   LIBOR plus 3.0%   December 24, 2026
E.SUN, MICB, Cathay, Taishin Credit Facility   55.5   Dolphin II, Athena, Orca   LIBOR plus 2.75%   July 13, 2026
New Credit Agricole, CTBC, Sinopac Facility   46.6   ZIM Xiamen (ex Maira XL)   LIBOR plus 2.75%   April 14, 2026
New Deutsche Bank Credit Facility   47.0   ZIM Norfolk (ex UASC Al Khor)   LIBOR plus 3.25%   April 30, 2026
HCOB Credit Facility   48.8   GSL Arcadia, GSL Maria, GSL Dorothea, GSL Tegea, GSL Melita, GSL MYNY   LIBOR plus 3.5%   April-July, 2025
2027 USPP Notes   350.0   20 vessels   Interpolated interest rate of 2.84% plus margin of 2.85%   July 15, 2027
Sinopac Credit Facility   10.7   GSL Valerie   LIBOR plus 3.25%   September 2, 2026
Finance Lease with CMBFL   45.9   Anthea Y   LIBOR plus 3.25%   May 27, 2028
Finance Lease with Neptune   11.6   GSL Violetta   LIBOR plus 4.64%   February 13, 2026
Finance Lease with CMBFL   102.5   GSL Tripoli, GSL Syros, GSL Tinos, GSL Kithira   LIBOR plus 3.25%   September, 2027
HCOB, CACIB, ESUN, CTBC, Taishin Credit Facility   116.0   12 vessels   LIBOR plus 3.25%   July, 2026
2024 Notes   89.0   Unsecured   8.00%   December 31, 2024
    $ 1,125.7            

 

Credit Facilities and other Financing Arrangements

 

2027 USPP Notes

 

On June 16, 2022, Knausen Holding LLC (the "Issuer"), an indirect wholly-owned subsidiary of the Company, closed on the private offering of $350.0 million of privately rated/investment grade 5.69% 2027 USPP Notes to a limited number of accredited investors. Pricing on June 1, 2022 was based on the 3.2 year Interpolated US Treasury Yield (ICUR3.2) plus a spread of 2.85%.

 

We used the net proceeds from the private placement for the repayment of the remaining outstanding balances on our $236.2 million Senior Secured Loan Facility, Hellenic Bank Credit Facility (releasing five unencumbered vessels), and our 2024 Notes. The remaining amount of net proceeds were, or are expected to be, used for general corporate purposes.

 

An amount equal to 15% per annum of the original principal balance of each Note is to be paid in equal quarterly installments on the 15th day of each of January, April, July, and October starting October 15, 2022, and the remaining unpaid principal balance shall be due and payable on the maturity date of July 15, 2027. Interest accrues on the unpaid balance of the Notes, payable quarterly on the 15th day of January, April, July, and October in each year, such interest commencing and accruing on and from June 14, 2022.

 

The Notes are senior obligations of the Issuer, secured by first priority mortgages on 20 identified vessels owned by subsidiaries of the Issuer (the “Subsidiary Guarantors”) and certain other associated assets and contract rights, as well as share pledges over the Subsidiary Guarantors. In addition, the 2027 USPP Notes are fully and unconditionally guaranteed by the Company.

 

As of June 30, 2022, the outstanding balance of this facility was $350.0 million.

 

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$60.0 Million E.SUN, MICB, Cathay, Taishin Credit Facility

On December 30, 2021, we, via our subsidiaries Zeus One Marine LLC, Hephaestus Marine LLC and Pericles Marine LLC, entered into a new syndicated senior secured debt facility with E.SUN Commercial Bank Ltd (“E.SUN”), Cathay United Bank (“Cathay”), Mega International Commercial Bank Co. Ltd (“MICB”) and Taishin International Bank (“Taishin”). We used a portion of the net proceeds from this credit facility to fully prepay the outstanding amount of the Blue Ocean Junior Credit facility, amounting to $26.2 million plus a prepayment fee of $4.0 million. All three tranches were drawn down in January 2022.

The new Facility is repayable in 8 equal consecutive quarterly instalments of $4.5 million and ten equal consecutive quarterly instalments of $2.4 million.

 

This facility bears interest at LIBOR plus a margin of 2.75% per annum payable quarterly in arrears.

 

As of June 30, 2022, the outstanding balance of this facility was $55.5 million.

 

$12.0 Million Sinopac Capital International Credit Facility

 

On August 27, 2021, we, via our subsidiary Global Ship Lease 42 LLC entered into a secured credit facility for an amount of $12.0 million with Sinopac Capital International (HK) Limited (“Sinopac Credit Facility”), partially used to fully refinance the Hayfin Credit Facility. The full amount was drawn down in September 2021 and the credit facility has a maturity in September 2026.

 

The new Facility is repayable in 20 equal consecutive quarterly instalments of $0.4 million with a final balloon of $3.6 million payable together with the final instalment.

 

This facility bears interest at LIBOR plus a margin of 3.25% per annum payable quarterly in arrears.

 

As of June 30, 2022, the outstanding balance of this facility was $10.7 million.

 

$140.0 Million HCOB, CACIB, ESUN, CTBC, Taishin Credit Facility

 

On July 6, 2021, we entered into a facility with Credit Agricole Corporate and Investment Bank (“CACIB”), Hamburg Commercial Bank AG (“HCOB”), E.Sun Commercial Bank, Ltd (“ESUN”), CTBC Bank Co. Ltd. (“CTBC”) and Taishin International Bank (“Taishin”) for a total of $140.0 million to finance the acquisition of the Twelve Vessels. The full amount was drawdown in July 2021 and the credit facility has a maturity in July 2026.

 

The Facility is repayable in 6 equal consecutive quarterly instalments of $8.0 million, 8 equal consecutive quarterly instalments of $5.4 million and 6 equal consecutive quarterly instalments of $2.2 million with a final balloon of $35.6 million payable together with the final instalment.

 

This facility bears interest at LIBOR plus a margin of 3.25% per annum payable quarterly in arrears.

 

As of June 30, 2022, the outstanding balance of this facility was $116.0 million.

 

$51.7 Million Deutsche Bank AG Credit Facility

 

On May 6, 2021, we, via our subsidiary Laertis Marine LLC, entered into a secured facility for an amount of $51.7 million with Deutsche Bank AG in order to refinance one of the three previous tranches of the $180.5 million Deutsche, CIT, HCOB, Entrust, Blue Ocean Credit Facility, that had a maturity date on June 30, 2022, of an amount $48.5 million.

The new Facility is repayable in 20 equal consecutive quarterly instalments of $1.2 million with a final balloon of $28.4 million payable together with the final instalment.

 

This facility bears interest at LIBOR plus a margin of 3.25% per annum payable quarterly in arrears.

As of June 30, 2022, the outstanding balance of this facility was $47.0 million.

 

 21 
 

 

$64.2 Million Hamburg Commercial Bank AG Credit Facility

 

On April 15, 2021, we entered into a Senior Secured term loan facility with Hamburg Commercial Bank AG (the “HCOB Credit Facility”) for an amount of up to $64.2 million in order to finance the acquisition of six out of the Seven Vessels.

 

Tranche A, E and F amounting to $32.1 million were drawn down in April 2021 and have a maturity date in April 2025, Tranche B and D amounting to $21.4 million were drawn down in May 2021 and have a maturity date in May 2025, and Tranche C amounting to $10.7 million was drawn down in July 2021 and has a maturity date in July 2025.

 

Each Tranche of the Facility is repayable in 16 equal consecutive quarterly instalments of $0.7 million.

 

This facility bears interest at LIBOR plus a margin of 3.50% per annum payable quarterly in arrears.

 

As of June 30, 2022, the outstanding balance of this facility was $48.8 million.

$51.7 Million CACIB, Bank Sinopac, CTBC Credit Facility

 

On April 13, 2021, we, via our subsidiary Penelope Marine LLC entered into a secured facility for an amount of $51.7 million in order to refinance one of the three previous tranches of the $180.5 million Deutsche, CIT, HCOB, Entrust, Blue Ocean Credit Facility, that had a maturity date on June 30, 2022, of an amount $48.6 million. The secured credit facility has a maturity in April 2026. The Lenders are Credit Agricole Corporate and Investment Bank (“CACIB”), Bank Sinopac Co. Ltd. (“Bank Sinopac”) and CTBC Bank Co. Ltd. (“CTBC”).

 

The Facility is repayable in 20 equal consecutive quarterly instalments of $1.3 million with a final balloon of $26.2 million payable together with the final instalment.

 

This facility bears interest at LIBOR plus a margin of 2.75% per annum payable quarterly in arrears.

 

As of June 30, 2022, the outstanding balance of this facility was $46.6 million.

 

$9.0 Million Chailease Credit Facility

 

On February 26, 2020, we, via our subsidiaries, Athena Marine LLC, Aphrodite Marine LLC and Aris Marine LLC, entered into a secured term facility agreement with Chailease International Financial Services Pte., Ltd. for an amount of $9.0 million. The Chailease Bank Facility was used for the refinance of DVB Credit Facility.

 

The Facility is repayable in 36 consecutive monthly instalments $0.2 million and 24 monthly instalments of $0.1 million with a final balloon of $1.3 million payable together with the final instalment.

 

This facility bears interest at LIBOR plus a margin of 4.20% per annum.

 

As of June 30, 2022, the outstanding balance of this facility was $4.8 million.

  

$268.0 Million Syndicated Senior Secured Credit Facility (CACIB, ABN, First-Citizens & Trust Company, Siemens, CTBC, Bank Sinopac, Palatine)

 

On September 19, 2019, we entered into a Syndicated Senior Secured Credit Facility in order to refinance existing credit facilities that had a maturity date in December 2020, of an amount $224.3 million.

 

The Senior Syndicated Secured Credit Facility was agreed to be borrowed in two tranches. The Lenders are Credit Agricole Corporate and Investment Bank (“CACIB”), ABN Amro Bank N.V. (“ABN”), First-Citizens & Trust Company, Siemens Financial Services, Inc (“Siemens”), CTBC Bank Co. Ltd. (“CTBC”), Bank Sinopac Ltd. (“Bank Sinopac”) and Banque Palatine (“Palatine”).

 

 22 
 

Tranche A amounting to $230.0 million was drawn down in full on September 24, 2019 and is scheduled to be repaid in 20 consecutive quarterly instalments of $5.2 million starting from December 12, 2019 and a balloon payment of $126.0 million payable on September 24, 2024.

 

Tranche B amounts to $38.0 million was drawn down in full on February 10, 2020 and is scheduled to be repaid in 20 consecutive quarterly instalments of $1.0 million and a balloon payment of $18.0 million payable in the termination date on the fifth anniversary from the utilization date of Tranche A, which falls in September 24, 2024. In January 2022, we agreed a new senior secured debt facility to refinance its outstanding Syndicated Senior Secured Credit Facility, which extended the maturity date from September 2024 to December 2026, amended certain covenants in our favor at an unchanged rate of LIBOR + 3.00%. On July 1, 2022, the interest rate is SOFR plus a margin of 3.00% plus Credit Adjustment Spread (“CAS”) and is payable at each quarter end date.

 

The interest rate is LIBOR plus a margin of 3.00% and is payable at each quarter end date.

As of June 30, 2022, the outstanding balance of this facility was $197.2 million.

 

9.875% First Priority Secured Notes due 2022

 

On October 31, 2017, we completed the sale of $360.0 million in aggregate principal amount of its 9.875% First Priority Secured Notes (the “2022 Notes”) which mature on November 15, 2022. Proceeds after the deduction of the original issue discount, but before expenses, amounted to $356.4 million. The original issue discount was being amortized on an effective interest rate basis over the life of the 2022 Notes. The 2022 Notes were fully redeemed in January 2021.

 

Interest on the 2022 Notes was payable semi-annually on May 15 and November 15 of each year, commencing on May 15, 2018. As at December 31, 2020 the 2022 Notes were secured by first priority vessel mortgages on 16 of our vessels at that time and by assignments of earnings and insurances, pledges over certain bank accounts, as well as share pledges over each subsidiary owning a vessel securing the 2022 Notes. In addition, the 2022 Notes were fully and unconditionally guaranteed, jointly and severally, by our 16 vessel owning subsidiaries as of December 31, 2020 and Global Ship Lease Services Limited.

 

On February 10, 2020, we completed an optional redemption of $46.0 million aggregate principal amount of its 2022 Notes at a redemption price of $48.3 million (representing 104.938% of the aggregate principal amount) plus accrued and unpaid interest. During the year ended December 31, 2020, we purchased $15.3 million of aggregate principal amount of 2022 Notes in the open market at a weighted average price of 98.98% of the aggregate principal amount.

 

On January 20, 2021, we optionally redeemed, in full, $233.4 million aggregate principal amount of 2022 Notes, representing the entire outstanding amount under the 2022 Notes, using the proceeds we received from the New Hayfin Credit Facility, and cash on hand, at a redemption price of $239.2 (representing 102.469% of the aggregate principal amount of notes redeemed) plus accrued and unpaid interest. Total loss on extinguishment of the bonds was $10.6 million and is recorded within the interim unaudited condensed Consolidated Statements of Income for the six months ended June 30, 2021 as interest expense.

 

$120.0 Million Sale and Leaseback agreements – CMBFL Four Vessels

 

On August 26, 2021, we, via our subsidiaries Global Ship Lease 68 LLC, Global Ship Lease 69 LLC, Global Ship Lease 70 LLC and Global Ship Lease 71 LLC, entered into four $30.0 million sale and leaseback agreements with CMB Financial Leasing Co. Ltd. (“CMBFL”) to finance the acquisition of the Four Vessels. As at September 30, 2021, we had drawdown a total of $90.0 million. The drawdown for the fourth vessel, amounting to $30.0 million, took place on October 13, 2021 together with the delivery of this vessel. We have a purchase obligation to acquire the Four Vessels at the end of their lease terms and under ASC 842-40, the transaction has been accounted for as a failed sale. In accordance with ASC 842-40, we did not derecognize the respective vessels from its balance sheet and accounted for the amounts received under the sale and leaseback agreement as financial liabilities.

 

Each sale and leaseback agreement will be repayable in 12 equal consecutive quarterly instalments of $1.6 million and 12 equal consecutive quarterly instalments of $0.3 million with a repurchase obligation of $7.0 million on the final repayment date.

 

 23 
 

The sale and leaseback agreements for the three vessels mature in September 2027 and for the fourth vessel in October 2027 and bear interest at LIBOR plus a margin of 3.25% per annum payable quarterly in arrears.

 

As of June 30, 2022, the outstanding balance of these sale and lease back agreements was $102.5 million.

 

$54.0 Million Sale and Leaseback agreement – CMBFL

 

On May 20, 2021, we, via our subsidiary Telemachus Marine LLC entered into a $54.0 million, sale and leaseback agreement with CMB Financial Leasing Co. Ltd. (“CMBFL”) to refinance one of the three previous tranches of the $180.5 million Deutsche, CIT, HCOB, Entrust, Blue Ocean Credit Facility, that had a maturity date on June 30, 2022, of an amount $46.6 million. We have a purchase obligation to acquire the vessel at the end of the lease term and under ASC 842-40, the transaction has been accounted for as a failed sale. In accordance with ASC 842-40, we did not derecognize the respective vessel from its balance sheet and accounted for the amount received under the sale and leaseback agreement as a financial liability.

 

The sale and leaseback agreement will be repayable in eight equal consecutive quarterly instalments of $2.0 million each and 20 equal consecutive quarterly instalments of $0.9 million with a repurchase obligation of $19.98 million on the final repayment date.

 

The sale and leaseback agreement matures in May 2028 and bears interest at LIBOR plus a margin of 3.25% per annum payable quarterly in arrears.

 

In May 2021, on the actual delivery date of the vessel, we drew $54.0 million, which represented vessel purchase price $75.0 million less advanced hire of $21.0 million, which advanced hire neither bore any interest nor was refundable and was set off against payment of the purchase price payable to us by the unrelated third party under this agreement.

 

As of June 30, 2022, the outstanding balance of this sale and leaseback agreement was $45.9 million.

 

$14.7 Million Sale and Leaseback agreement – Neptune Maritime Leasing

 

On May 12, 2021, we, via our subsidiary GSL Violetta LLC entered into a $14.7 million sale and leaseback agreement with Neptune Maritime Leasing (“Neptune”) to finance the acquisition of GSL Violetta delivered in April 2021. We have a purchase obligation to acquire the vessel at the end of the lease term and under ASC 842-40, the transaction has been accounted for as a failed sale. In accordance with ASC 842-40, we did not derecognize the respective vessel from our balance sheet and accounted for the amount received under the sale and leaseback agreement as a financial liability. In May 2021, we drew $14.7 million under this agreement.

 

The sale and leaseback agreement will be repayable in 15 equal consecutive quarterly instalments of $0.8 million each and four equal consecutive quarterly instalments of $0.5 million with a repurchase obligation of $1.0 million on the last repayment date.

 

The sale and leaseback agreement matures in February 2026 and bears interest at LIBOR plus a margin of 4.64% per annum payable quarterly in arrears.

 

As of June 30, 2022, the outstanding balance of this sale and leaseback agreement was $11.6 million.

 

Covenants and Security

 

Certain of our credit facilities and other financing activities have financial covenants, which require us to maintain, on borrowers or subholding level, among other things:

 

·minimum liquidity on borrowers level;

 

·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 120% 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

 

On group level, we have a minimum consolidated liquidity of not less than $20.0 million.

 

 24 
 

The agreements governing our indebtedness also contain undertakings limiting or restricting us from, among other things:

 

·incurring additional indebtedness or issuing certain preferred stock;
·making any substantial change to the general nature of our business;
·paying dividends on or repaying or distributing any dividend or share premium reserve;
·redeeming or repurchasing capital stock;
·creating or impairing certain securities interests, including liens;
·transferring or selling certain assets;
·entering into certain transactions other than arm’s length transactions;
·acquiring a company, shares or securities or a business or undertaking;
·entering into any amalgamation, demerger, merger, consolidation or corporate reconstruction, or selling all or substantially all of our properties or assets;
·experiencing any change in the position of Executive Chairman; and
·changing the flag, class or technical or commercial management of the vessel mortgaged under such facility or terminating or materially amending the management agreement relating to such vessel.

Our secured credit facilities and 2027 USPP Notes 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 vessels;
·pledge of the earnings account of the mortgaged vessel;
·pledge of the equity interest of each of the vessel-owning subsidiaries; and
·corporate guarantees.

  

Debt repaid in 2022

 

8.00% Senior Unsecured Notes due 2024

 

On November 19, 2019, we completed the sale of $27.5 million aggregate principal amount of its 8.00% Senior Unsecured Notes (the “2024 Notes”) which mature on December 31, 2024. On November 27, 2019, we sold an additional $4,125 of 2024 Notes, pursuant the underwriter’s option to purchase such additional 2024 Notes. Interest on the 2024 Notes is payable on the last day of February, May, August and November of each year commencing on February 29, 2020. We have the option to redeem the 2024 Notes for cash, in whole or in part, at any time (i) on or after December 31, 2021 and prior to December 31, 2022, at a price equal to 102% of the principal amount, (ii) on or after December 31, 2022 and prior to December 31, 2023, at a price equal to 101% of the principal amount and (iii) on or after December 31, 2023 and prior to maturity, at a price equal to 100% of the principal amount.

 

On November 27, 2019, we entered into an “At Market Issuance Sales Agreement” with B. Riley FBR, Inc. (the “Agent”) under which and in accordance with our instructions, the Agent could offer and sell from time to time newly issued 2024 Notes.

 

In July 2021, we agreed to purchase twelve vessels for an aggregate purchase price of $233.9 million, part of which was financed by the issuance of $35.0 million 2024 Notes to the sellers. The remaining purchase price was financed by cash on hand and a new syndicated credit facility for a total of $140.0 million.

 

On April 5, 2022 we completed the redemption of $28.5 million aggregate principal amount of the 2024 Notes at a redemption price equal to 102.00% of the principal amount thereof plus accrued and unpaid interest. Upon completion of the redemption the outstanding aggregate principal amount of the 2024 Notes was $89.0 million.

 

As of June 30, 2022, the outstanding aggregate principal amount of the 2024 notes was $89.0 million. The outstanding balance, including the unamortized balance of the original issue premium, was $90.4 million.

 

On July 18, 2022, the remaining outstanding 2024 Notes were fully redeemed using a portion of the net proceeds from the private placement of $350.0 million aggregate principal amount of the 2027 USPP Notes, pursuant to a note purchase agreement, dated June 14, 2022.

 

 25 
 

$59.0 Million Hellenic Bank Credit Facility

 

On May 23, 2019, we, via our subsidiaries, Global Ship Lease 30, 31 and 32, entered into a facility agreement with Hellenic Bank for an amount up to $37.0 million. The Hellenic Bank Facility is to be borrowed in tranches and is to be used in connection with the acquisition of the vessels GSL Eleni, GSL Grania and GSL Kalliopi.

 

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 $0.4 million each with a final balloon of $4.0 million payable together with the final instalment.

 

A second tranche of $12.0 million was drawn on September 4, 2019, in connection with the acquisition of GSL Grania. The Facility is repayable in 20 equal quarterly instalments of $0.4 million each with a final balloon of $4.0 million payable together with the final instalment.

 

The third tranche of $12.0 million was drawn on October 3, 2019, in connection with the acquisition of GSL Kalliopi. The Facility is repayable in 20 equal quarterly instalments of $0.4 million each with a final balloon of $4.0 million payable together with the final instalment.

 

On December 10, 2019, we, via its subsidiaries Global Ship Lease 33 and 34, entered into an amended and restated loan agreement with Hellenic Bank for an additional facility of amount that is to be borrowed in two tranches and to be used in connection with the acquisition of the vessels GSL Vinia and GSL Christel Elisabeth.

 

Both tranches were drawn on December 10, 2019 and are each repayable in 20 equal quarterly instalments of $0.4 million each with a final balloon of $3.5 million payable together with the final instalment.

 

This facility bore interest at LIBOR plus a margin of 3.90% per annum.

 

On June, 24 2022, the Hellenic Bank Credit Facility was fully prepaid using a portion of the net proceeds from the private placement of $350.0 million aggregate principal amount of our 2027 USPP Notes, pursuant to a note purchase agreement, dated June 14, 2022.

As of June 30, 2022, the outstanding balance of this facility was $nil.

$236.2 Million Senior secured loan facility with Hayfin Capital Management, LLP

 

On January 7, 2021, we entered into the New Hayfin Credit Facility amounting to $236.2 million, and on January 19, 2021, we drew down the full amount under this facility. The proceeds from the New Hayfin Credit Facility, along with cash on hand, were used to optionally redeem in full the outstanding 2022 Notes on January 20, 2021. The New Hayfin Credit Facility matures in January 2026 and bears interest at a rate of LIBOR plus a margin of 7.00% per annum. It is repayable in twenty quarterly instalments of $6.56 million, along with a balloon payment at maturity. The New Hayfin Credit Facility is secured by, among other things, first priority ship mortgages over 21 of our vessels, assignments of earnings and insurances of the mortgaged vessels, pledges over certain bank accounts, as well as share pledges over the equity interests of each mortgaged vessel-owning subsidiary. On June 30, 2021, due to the sale of La Tour, we additionally repaid $5.8 million, and the vessel was released as collateral under our New Hayfin Credit Facility. On June 14, 2022, we used a portion of the net proceeds from 2027 USPP Notes for the full prepayment of the remaining outstanding balance $197.6 million plus a prepayment fee of $11.2 million.

 

As of June 30, 2022, the outstanding balance of this facility was $nil.

$38.5 Million Blue Ocean Junior Credit Facility

On September 19, 2019, we entered into a refinancing agreement with Blue Ocean Income Fund LP, Blue Ocean Onshore Fund LP, and Blue Ocean Investments SPC Blue, holders of the outstanding debt of $38.5 million relevant to the previous Blue Ocean Credit Facility in order to refinance that existing facility with the only substantive change being to extend maturity at the same date with the Syndicated Senior Secured Credit Facility.

 

We fully drew down the facility on September 23, 2019 and it was scheduled to be repaid in a single instalment on the termination date which falls on September 24, 2024. This facility bears interest at 10.00% per annum.

 

 26 
 

During the year ended December 31, 2021, we used a portion of the net proceeds from the at-the-market issuance programs to prepay an amount of $12.3 million under this facility, plus a prepayment fee of $1.6 million.

 

On January 19, 2022, we used a portion of the net proceeds from the $60.0 million E.SUN, MICB, Cathay, Taishin Credit Facility to fully prepay the amount of $26.2 million under this facility, plus a prepayment fee of $4.0 million. Following these prepayments, as of June 30, 2022, the outstanding balance of this facility was $nil.

Leverage

Debt as at June 30, 2022 totaled $1,125.7 million, comprising $526.7 million secured debt collateralized by our vessels, $350.0 million of 2027 USPP Notes, $160.0 million from sale and leaseback financing transactions and $89.0 million of unsecured indebtedness on our 2024 Notes. As of June 30, 2022, five of our vessels were unencumbered.

We believe that funds generated by the business and retained will be sufficient to meet our operating needs for the next twelve months, including working capital requirements, drydocking costs, interest and debt repayment obligations.

As market conditions warrant, we may from time to time, depending upon market conditions and the provisions on our facilities/notes, seek to opportunistically prepay our outstanding indebtedness.

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. Interest rate risk mainly will apply to any future debt facility on floating rate since as of June 30, 2022 all outstanding loan balance in floating rate is hedged.

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.

Currently we are fully hedged on our floating rate debt of $686.7 million.

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.

 27 
 

Inflation

Historically, 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 had not experienced a significant impact on ship operating expenses, drydocking expenses and general and administrative expenses. Currently, due to the conflict in Ukraine and the new macroeconomic environment, among other factors, there is inflationary pressure which may, in turn, increase certain of our other operating expenses, such as the cost of spares and supplies, transportation costs and other expenses, in addition to drydocking expenses and general and administrative expenses.

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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GLOBAL SHIP LEASE, INC.

 

INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

PERIOD ENDED JUNE 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GLOBAL SHIP LEASE, INC.

 

     

Index

    Page
INTERIM UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AS AT JUNE 30, 2022 AND DECEMBER 31, 2021     F-1
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021     F-2
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021     F-3
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021     F-4
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021     F-5
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS     F-6

 

 

 

 


Global Ship Lease, Inc.

 

Interim Unaudited Condensed Consolidated Balance Sheets

 

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

 

               
        As of
  Note    

June 30,

2022

   

December 31,

2021

ASSETS              
CURRENT ASSETS              
Cash and cash equivalents     $ 181,202   $ 67,280
Time deposits       7,800     7,900
Restricted cash       14,630     24,894
Accounts receivable, net       3,472     3,220
Inventories       11,953     11,410
Prepaid expenses and other current assets       22,425     25,224
Derivative assets 5     18,937     533
Due from related parties 7     773     2,897
Total current assets     $ 261,192   $ 143,358
NON - CURRENT ASSETS              
Vessels in operation 3   $ 1,655,199   $ 1,682,816
Advances for vessels acquisitions and other additions 3     5,642     6,139
Deferred charges, net       48,383     37,629
Other non-current assets 2g     22,741     14,010
Derivative assets, net of current portion 5     33,222     6,694
Restricted cash, net of current portion       104,469     103,468
Total non - current assets       1,869,656     1,850,756
TOTAL ASSETS     $ 2,130,848   $ 1,994,114
LIABILITIES AND SHAREHOLDERS' EQUITY              
CURRENT LIABILITIES              
Accounts payable     $ 18,509   $ 13,159
Accrued liabilities       28,191     32,249
Current portion of long - term debt 6     273,614     190,316
Current portion of deferred revenue       7,313     8,496
Due to related parties 7     602     543
Total current liabilities     328,229   $  244,763
LONG - TERM LIABILITIES              
Long - term debt, net of current portion and deferred financing costs 6   $ 833,189   $ 880,134
Intangible liabilities - charter agreements 4     31,956     55,376
Deferred revenue, net of current portion       103,078     101,288
Total non - current liabilities       968,223     1,036,798
Total liabilities     $ 1,296,452   $ 1,281,561
Commitments and Contingencies 8        
SHAREHOLDERS' EQUITY              

Class A common shares - authorized

214,000,000 shares with a $0.01 par value

36,726,708 shares issued and outstanding (2021 – 36,464,109 shares)

9  

$

367   $ 365

Series B Preferred Shares - authorized

44,000 shares with a $0.01 par value

43,592 shares issued and outstanding (2021 – 43,592 shares)

9        
Additional paid in capital       695,641     698,463
Retained Earnings       115,118     13,498
Accumulated other comprehensive income       23,270     227
Total shareholders' equity       834,396     712,553
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY     $ 2,130,848   $ 1,994,114
                 

 

 

See accompanying notes to interim unaudited condensed consolidated financial statements


F-1 

Global Ship Lease, Inc.

Interim Unaudited Condensed Consolidated Statements of Income

 

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

 

 

 

             
     

Six months ended

June 30,

 

 

Note

  2022     2021
OPERATING REVENUES            

Time charter revenues (include related party revenues of $66,929 and $65,001 for each of the periods ended

June 30, 2022 and 2021, respectively)

 

$

284,667  

$

153,390

Amortization of intangible liabilities-charter agreements (includes related party amortization of intangible l

iabilities-charter agreements of $5,385 and $1,004 for each of the periods ended June 30, 2022 and 2021, respectively)

 

 

 

4

  23,420     2,461
Total Operating Revenues     308,087     155,851
             
OPERATING EXPENSES            

Vessel operating expenses (include related party vessel operating expenses of $8,609

and $6,868 for each of the periods ended June 30, 2022 and 2021, respectively)

 

7

  80,886     52,406

Time charter and voyage expenses (include related party time charter and voyage expenses of $2,950

and $1,470 for each of the periods ended June 30, 2022 and 2021, respectively)

 

7

  9,458     3,889
Depreciation and amortization 3   40,125     25,519
General and administrative expenses     6,736     6,131
Gain on sale of vessel  3       (7,770)
Operating Income   170,882     75,676
             
NON-OPERATING INCOME/(EXPENSES)            
Interest income     515     364

Interest and other finance expenses (include $19,053 expenses relating to prepayment fees, acceleration of

deferred financing costs, premium and $5,764 Notes premium for each of the periods ended June 30, 2022 and 2021, respectively)

    (48,742)     (39,254)
Other income, net     178     933
Fair value adjustment on derivative asset 5   6,648    
Total non-operating expenses     (41,401)     (37,957)
Income before income taxes     129,481     37,719
Income taxes        
Net Income     129,481     37,719
Earnings allocated to Series B Preferred Shares 9   (4,768)     (3,495)
Net Income available to Common Shareholders   $ 124,713   $ 34,224
Earnings per Share            
             
Weighted average number of Class A common shares outstanding            
Basic 11   36,578,297     34,136,307
Diluted 11   36,749,408     34,168,093
             
Net Earnings per Class A common share            
Basic 11 $ 3.41   $ 1.00
Diluted 11 $ 3.39   $ 1.00
             

 

 

See accompanying notes to interim unaudited condensed consolidated financial statements

 

F-2 

 

Global Ship Lease, Inc.

 

Interim Unaudited Condensed Consolidated Statements of Comprehensive Income

 

(Expressed in thousands of U.S. dollars)

 

               
       

Six months ended

June 30,

 

 

Note

    2022     2021
Net Income available to Common Shareholders      $

 

124,713

   $

 

34,224

Other comprehensive income:              
Cash Flow Hedge:              
Unrealized gain on derivative assets 5     22,914    
Amount realized and reclassified to earnings       129    
Total Other Comprehensive Income       23,043    
Total Comprehensive Income      $ 147,756    $ 34,224

 

 

See accompanying notes to interim unaudited condensed consolidated financial statements

 

 

F-3 

 

Global Ship Lease, Inc.

 

Interim Unaudited Condensed Consolidated Statements of Cash Flows

 

(Expressed in thousands of U.S. dollars)

 

             
     

Six months ended

June 30,

 

 

Note

  2022    

2021 

Cash flows from operating activities:            
Net Income   $  129,481   $ 37,719
Adjustments to reconcile net income to net cash provided by operating activities:            
Depreciation and amortization 3   40,125     25,519
Gain on sale of vessel 3       (7,770)
Amortization of derivative assets’ premium     129    
Amortization of deferred financing costs 6   6,093     5,363
Amortization of original issue discount on repurchase of notes     326     7,136
Amortization of intangible liabilities - charter agreements 4   (23,420)     (2,461)
Fair value adjustment on derivative asset 5   (6,648)    
Prepayment fees on debt repayment 6   15,197     3,056
Share based compensation 10   2,105     1,854
Changes in operating assets and liabilities:            
Increase in accounts receivable and other assets     (6,184)     (5,633)
Increase in inventories     (543)     (139)
Increase in derivative assets 5   (15,370)    
Decrease in accounts payable and other liabilities     (1,015)     (3,148)
Decrease/(increase) in related parties' balances, net 7   2,183     (447)
Increase in deferred revenue     607     620
Unrealized foreign exchange loss     4    
Net cash provided by operating activities   $ 143,070   $ 61,669
Cash flows from investing activities:            
Acquisition of vessels and intangibles         (98,400)
Cash paid for vessel expenditures     (3,225)     (2,233)
Advances for vessels acquisitions and other additions     (2,324)     (25,957)
Cash paid for drydockings     (15,253)     (4,181)
Net proceeds from sale of vessels         16,514
Time deposits withdrawal     100    
Net cash used in investing activities   $ (20,702)   $ (114,257)
Cash flows from financing activities:            
Proceeds from issuance of 2024 Notes 6       22,702
Repurchase of 2022 Notes, including premium 6       (239,183)
Repurchase of 2024 Notes, including premium 6   (29,070)    
Proceeds from drawdown of credit facilities and sale and leaseback 6   60,000     461,805
Proceeds from 2027 USPP Notes 6   350,000    
Repayment of credit facilities and sale and leaseback 6   (79,918)     (53,838)
Repayment of refinanced debt, including prepayment fees 6   (276,671)     (146,855)
Deferred financing costs paid     (9,264)     (7,916)
Net proceeds from offering of Class A common shares, net of offering costs 9       67,612
Cancellation of Class A common shares 9   (4,925)    
Proceeds from offering of Series B preferred shares, net of offering costs 9       34,345
Class A common shares - dividend paid 9   (23,093)     (9,347)
Series B Preferred Shares - dividend paid 9   (4,768)     (3,495)
Net cash (used in)/provided by financing activities   $ (17,709)   $ 125,830
Net increase in cash and cash equivalents and restricted cash     104,659     73,242

 

Cash and cash equivalents and restricted cash at beginning of the period

    195,642     92,262

 

Cash and cash equivalents and restricted cash at end of the period

 

 

$

300,301  

 

$

165,504
             
Supplementary Cash Flow Information:            
Cash paid for interest   $ 25,297   $ 24,547
Non-cash investing activities:            
Unpaid capitalized expenses     8,101    
Unpaid drydocking expenses     7,417     1,890
Unpaid vessel expenditures         3,474
Non-cash financing activities:            
Unpaid offering costs         63
Unpaid deferred financing costs     341     406
Unrealized gain on derivative assets     22,914    

 

See accompanying notes to interim unaudited condensed consolidated financial statements

 

F-4 

 

Global Ship Lease, Inc.

 

Interim Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity

 

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

 

 

 

 

 

                     
 

Number of

Common

Shares at

par value $0.01

Number

of Series

B

Preferred Shares

at

par value $0.01

Number

of Series

C

Preferred Shares

at

par value $0.01

Common Shares

Series B

Preferred Shares

Series C

Preferred Shares

Additional

paid-in capital

Accumulated Deficit

Accumulated Other Comprehensive Income

Total

Shareholders' Equity

Balance

at December 31, 2020

17,741,008 22,822 250,000 $177 $ $3 $586,355 $(121,794)

 

$

$464,741

Issuance of Restricted Stock Units (Note

10)

45,313 1,704 1,704

Issuance of Class A common shares, net

of offering costs

5,541,959 55 67,703 67,758

Conversion of Series C Preferred shares to

Class A common shares (Note 9)

12,955,188 (250,000) 130 (3) (127)
Net Income for the period 5,643 5,643
Series B Preferred Shares dividend (Note 9) (1,484) (1,484)

Issuance of Series B Preferred shares, net of

offering costs

4,356 10,696 10,696

Balance

at March 31, 2021

36,283,468 27,178 $362 $ $ $666,331 $(117,635)

 

$

$549,058
                     
Issuance of Restricted Stock Units (Note 10) 150 150

Issuance of Class A common shares, net of

offering costs

(209)