UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2020

Commission File Number:  001-34153

Global Ship Lease, Inc.
(Translation of registrant's name into English)
 
c/o Global Ship Lease Services Ltd.
25 Wilton Road
London SW1V 1LW
United Kingdom
(Address of principal executive office)

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 FORM 6-K REPORT
Attached to this Report on Form 6-K (this “Report”) as Exhibit 99.1 is a copy of the press release of Global Ship Lease, Inc. (the “Company”), dated May 12, 2020, reporting the Company’s financial results for the three months ended March 31, 2020.  Attached to this Report as Exhibit 99.2 are the Company’s interim unaudited consolidated financial statements for the three months ended March 31, 2020.
The information contained in this Report, except for the commentary of George Youroukos and Ian Webber in Exhibit 99.1, is hereby incorporated by reference into the Company's registration statements on Form F-3 (File Nos. 333-231509, 333-234343 and 333-235305).


SIGNATURES

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

 
GLOBAL SHIP LEASE, INC.
 
(registrant)
   
   
Dated: May 13, 2020
By:
/s/ Ian J. Webber
   
Ian J. Webber
   
Chief Executive Officer
     


Exhibit 99.1
Global Ship Lease Reports Results for the First Quarter of 2020
LONDON — May 12, 2020 (GLOBE NEWSWIRE) - Global Ship Lease, Inc. (NYSE:GSL) (the “Company” or “Global Ship Lease”), a containership charter owner, announced today its unaudited results for the three months ended March 31, 2020.
First Quarter 2020
- Reported operating revenues(1) of $70.9 million for the first quarter 2020.
- Reported net income(2) of $0.6 million for the first quarter 2020 after a non-cash impairment charge of $7.6 million and $2.3 million premium paid following the redemption of $46.0 million of our 9.875% Senior Secured Notes due 2022 (“2022 Notes); resulting in a normalized net income(3) of $10.5 million.
- Generated $39.6 million of Adjusted EBITDA(3) for the first quarter 2020.
- On February 13, 2020, our credit facility that matured on December 31, 2020 was fully refinanced through the utilization of the $38.0 million second tranche of our $268.0 million New Senior Loan, secured by Mary, and an additional facility of $9.0 million which we entered with an international bank, secured by Maira, Nikolas and Newyorker.
- On February 10, 2020, we redeemed $46.0 million principal amount of our 2022 Notes. During March 2020, we purchased $9.1 million of these notes in the open market at an average price of $0.9814.
- Between January 1, 2020 and March 31, 2020, a further $18.9 million net proceeds was raised under our ATM program for our 8.00% Senior Unsecured Notes due 2024 (“2024 Notes”) and a further $4.0 million net proceeds under our ATM program for our 8.75% Series B Preferred Shares (“Series B Preferred Shares”).
- Since January 1, 2020, up to May 11, 2020, we have agreed short charter extensions for nine of our smaller ships: Manet, Maira, Nikolas, Newyorker, Athena, GSL Valerie, Matisse, Utrillo and GSL Keta. The extensions are all at rates of between $8,000 and $9,000 per day and range in duration from a few months to a year. We have also agreed to extend the charter of one of our Post-Panamax ships (New Purchase One) for 70 – 90 days, from early April, at a charter rate expected to generate Adjusted EBITDA of around $1.2 million for the median extension period.
George Youroukos, Executive Chairman of Global Ship Lease, stated, “Our extensive contract cover and high-quality fleet have largely insulated us from the coronavirus-related disruptions that have expanded to affect the global economy. During the first quarter, we generated strong, consistent earnings and took delivery of two new ships.  Our total contracted revenue is now around $696.0 million over a TEU-weighted average remaining duration of 2.3 years, with many of our charters extending for multiple years. The flexibility of our mid-sized and smaller containership fleet, as well as our low slot costs and high reefer capacity, enable us to support our liner partners with reliable, cost-efficient ships at a time when the industry is under pressure. We maintain close relationships with our customers, for whom we provide a vital service, and will continue to focus on providing them uninterrupted, best-in-class operations.”
“As the spread of COVID-19 has had an increasing impact on global supply chains, the containership industry is taking active measures to maintain market discipline and adapt to changing market conditions. During this time, Global Ship Lease’s highest priority remains the health and safety of our seafarers and staff on shore. While the full extent of the economic impact of the pandemic and the shape of the subsequent recovery remain to be seen, our strong contract cover, consistent operational excellence, and close relationships with our customers position us well to weather the current storm. Once the global economy turns the corner, we expect that the contraction in vessel supply of mid-sized and smaller vessels in recent years and the negligible order book moving forward will position Global Ship Lease to benefit in the medium and long term.”
Ian Webber, Chief Executive Officer of Global Ship Lease, commented, “We have always prioritized resilience and have focused on maintaining a strong balance sheet while building contract cover with market-leading charterers.  As a result of pro-actively refinancing our nearer term debt maturities over the last few months, we now have negligible debt maturities through 2020 and none in 2021.  Further, during the first quarter 2020, we took steps to reduce our cost of capital by opportunistically retiring $46.0 million of high-cost debt. We also put additional charters in place to further improve cash flow visibility over the coming months. We are minimizing discretionary spend without compromising safety or our ability to consistently service our charterers at a high level, and are likely to dispose of our two oldest vessels rather than invest in their upcoming drydocks. Our strong balance sheet and maturity profile, with extensive cash on hand, five unencumbered vessels, and only approximately $5.0 million of debt maturing between now and late 2022, ensures that we are well suited to endure a volatile global trade environment.”

SELECTED FINANCIAL DATA – UNAUDITED (thousands of U.S. dollars)
 
Three
months ended
March 31, 2020
Three
months ended
March 31, 2019
 
       
Operating Revenues (1)
70,947
64,514
 
Operating Income
20,396
28,796
 
Net Income (2)
621
9,623
 
Adjusted EBITDA(3)
39,550
40,098
 
Normalized Net Income(3)
10,477
9,623
 

The results for the three months ended March 31, 2020 and 2019 include the results of the Poseidon Containers containerships acquired on November 15, 2018 (the “Poseidon Containers Fleet”).
(1) Operating Revenues are net of address commissions. Brokerage commissions are included in Time charter and voyage expenses.
(2) Net Income available to common shareholders.
(3) Adjusted EBITDA and Normalized Net Income are non-US Generally Accepted Accounting Principles (US GAAP) financial measures, as explained further in this press release, and are considered by Global Ship Lease to be a useful measure of its performance. For reconciliations of these non-GAAP financial measure to net income, the most directly comparable US GAAP financial measure, please see “Reconciliation of Non-U.S. GAAP Financial Measures” below.
Operating Revenues and Utilization
The fleet generated operating revenues from fixed-rate time charters of $70.9 million in the three months ended March 31, 2020, an increase of $6.4 million compared to $64.5 million for the first quarter of 2019, with the increase principally due to the addition of five vessels between April 1, 2019 and December 31, 2019 and two vessels during first quarter 2020. There were 4,016 ownership days in the quarter, an increase of 17% compared to 3,420 days in the first quarter of 2019, which was primarily due to the addition of the seven vessels noted above. In the first quarter of 2020, the time taken for scheduled drydockings and scrubber installations was adversely affected by congestion and slow down in workings or shutdowns in yards due to COVID-19 resulting in 224 days for planned offhire days. There were a further 39 days of unplanned offhire and 56 idle days, giving an overall utilization of 92.1%. There were five days of unplanned offhire in the first quarter of 2019, giving an overall utilization of 99.8%.
The table below shows our fleet utilization for the three months ended March 31, 2020 and 2019 and for the years ended December 31, 2019, 2018, 2017, 2016 and 2015.
 
Three months ended
Year ended
 
Mar 31,
Mar 31,
Dec 31,
Dec 31,
Dec 31,
Dec 31,
Dec 31,
Days
2020
2019
2019
2018
2017
2016
2015
               
Ownership days
4,016
3,420
14,326
7,675
6,570
6,588
6,893
Planned offhire - scheduled drydockings
(224)
0
(537)
(34)
(62)
(100)
(9)
Unplanned offhire
(39)
(5)
(105)
(17)
(40)
(3)
(7)
Idle time
(56)
0
(164)
(47)
0
0
(13)
Operating days
3,697
3,415
13,520
7,577
6,468
6,485
6,864
               
Utilization
92.1%
99.8%
94.4%
98.7%
98.4%
98.4%
99.6%

There were three regulatory drydockings in first quarter 2020 and two scrubber installations in progress and none in first quarter 2019. A further seven regulatory drydockings are due in 2020.
Vessel Operating Expenses
Vessel operating expenses, which include costs of crew, lubricating oil, repairs, maintenance, insurance and technical management fees, were $25.5 million for the three months ended March 31, 2020, compared to $21.0 million in the prior year period. The increase was mainly due to 596 additional ownership days (up 17%) as a result of the acquisition of the seven vessels noted above all of which are post-panamax with higher daily operating expenses. The average cost per ownership day in the quarter was $6,352, compared to $6,127 for the prior year period, up $225 per day.
Time Charter and Voyage Expenses
Time charter and voyage expenses comprise mainly commission paid to ship brokers, the cost of bunker fuel for owner’s account when a vessel is off-hire or idle and miscellaneous costs associated with a vessel’s voyage. Time charter and voyage expenses were $3.5 million for the three months ended March 31, 2020, compared to $1.6 million in the prior year period. The increase was mainly due to the addition of the seven vessels noted above and the re-chartering of a number of legacy vessels that did not previously incur brokerage commission.
Depreciation and amortization
Depreciation and amortization for the three months ended March 31, 2020 was $11.5 million, compared to $10.8 million in the prior year period; the increase was mainly due to the addition of the seven vessels noted above.

Vessel impairment losses
We approved a plan for the vessels Utrillo and GSL Matisse to be sold.  As of March 31, 2020, the vessels were not immediately available for sale and did not qualify as assets held for sale as of March 31, 2020. As of March 31, 2020, we had a current expectation that the vessels would be sold before the end of its previously estimated useful life, and as a result performed an impairment test of the specific asset group. An impairment loss of $7.6 million has been recognized for the three months ended March 31, 2020. No impairment charges were recognized in the prior year period.
General and Administrative Expenses
General and administrative expenses were $2.4 million in the three months ended March 31, 2020, compared to $2.5 million in the prior year period.
Adjusted EBITDA
As a result of the above, Adjusted EBITDA was $39.6 million for the three months ended March 31, 2020, a slight decrease from $40.1 million for the prior year period.
Interest and other finance expenses (including premium on 2022 Notes)
Debt at March 31, 2020 totaled $866.1 million, comprising $267.6 million of indebtedness on our 2022 Notes, $12.1 million of indebtedness under a secured term loan, both collateralized by 18 legacy vessels, $59.0 million of indebtedness on our 2024 Notes, and $527.5 million other debt collateralized by our other vessels.  Five vessels are unencumbered.
Debt at March 31, 2019 totaled $882.9 million, comprising $340.0 million of indebtedness on our 2022 Notes, $34.8 million of indebtedness under the secured term loan, and $508.1 million other debt collateralized by our other vessels.
Interest and other finance expenses for the three months ended March 31, 2020, were $19.6 million, an increase of $0.2 million, or 1%, on the interest and other finance expenses for the prior year period of $19.4 million. The increase is mainly due to $2.3 million premium paid on the optional redemption of the $46.0 million principal amount of our 2022 Notes in March 2020, offset by a reduction in interest cost.
Interest income for the three months ended March 31, 2020 was $0.6 million, an increase of $0.2 million on $0.4 million for the prior year period. The increase was mainly due to higher average cash balances and increased interest rates.
Other income, net
Other income, net is mainly comprised of gains in bunkers following deliveries and redeliveries of vessels from charterers and passenger income. Other income, net was $21,000 in the three months ended March 31, 2020, compared to $0.5 million in the prior year period.
Taxation
Taxation for the three months ended March 31, 2020 was $nil compared to $16,000 in the prior year period.
Earnings Allocated to Preferred Shares
The Series B Preferred Shares carry a coupon of 8.75%, the cost of which for the three months ended March 31, 2020 was $0.9 million, compared to $0.8 million in the prior year period, with the increase being due to the issuance of additional Series B Preferred Shares under our ATM program.
Net Income Available to Common Shareholders
Net income for the three months ended March 31, 2020 was $0.6 million, compared to $9.6 million in the prior year period.

Fleet
The following table provides information about our fleet of 45 ships. One ship was delivered in January 2020 and one in February 2020. The table includes charters agreed up to May 11, 2020.
Vessel Name
Capacity in TEUs
Lightweight (tons)
Year Built
Charterer
Earliest Charter Expiry Date
Latest Charter Expiry Date
Daily Charter Rate $
               
CMA CGM Thalassa
11,040
38,577
2008
CMA CGM
4Q25
1Q26
47,200
UASC Al Khor(1)
9,115
31,764
2015
Hapag-Lloyd
1Q22
2Q22
34,000
Anthea Y(1)
9,115
31,890
2015
COSCO
2Q20
2Q20
39,200
Maira XL(1)
9,115
31,820
2015
COSCO
3Q20
3Q20
39,200
MSC Tianjin (2)
8,603
34,325
2005
MSC
2Q24
3Q24
Confidential
MSC Qingdao (2)
8,603
34,305
2004
MSC
2Q24
3Q24
Confidential
GSL Ningbo
8,603
34,340
2004
Maersk
3Q20
4Q20
18,000
GSL Eleni
7,847
29,261
2004
Maersk
3Q24
4Q24(3)
Confidential
GSL Kalliopi
7,847
29,105
2004
Maersk
4Q22
4Q24(3)
Confidential
GSL Grania
7,847
29,190
2004
Maersk
3Q22
4Q24(3)
Confidential
Mary(1)
6,927
23,424
2013
CMA CGM
3Q23
4Q23
25,910
Kristina(1)
6,927
23,421
2013
CMA CGM
2Q24
3Q24
25,910
Katherine (1)
6,927
23,403
2013
CMA CGM
1Q24
2Q24
25,910
Alexandra (1)
6,927
23,348
2013
CMA CGM
1Q24
2Q24
25,910
Alexis (1)
6,882
23,919
2015
CMA CGM
1Q24
2Q24
25,910
Olivia I (1)
6,882
23,864
2015
CMA CGM
1Q24
2Q24
25,910
CMA CGM Berlioz
6,621
26,776
2001
CMA CGM
2Q21
4Q21
34,000
Agios Dimitrios
6,572
24,746
2011
MSC
4Q23
1Q24
20,000
New Purchase One
6,422
27,954
2002
Confidential
2Q20
3Q20
Confidential (4)
New Purchase Two
6,422
28,070
2002
Confidential
2Q20
4Q20
Confidential (4)
GSL Vinia
6,080
23,737
2004
Confidential
2Q24
1Q25
Confidential (5)
GSL Christel Elisabeth
6,080
23,745
2004
Confidential
2Q24
1Q25
Confidential (5)
Tasman
5,936
25,010
2000
Maersk
2Q22
3Q23(6)
12,500(6)
Dimitris Y
5,936
25,010
2000
ZIM
2Q21
3Q21
14,500
Ian H
5,936
25,128
2000
ZIM
1Q21
2Q21
14,500
Dolphin II
5,095
20,596
2007
Feedertech
3Q20
4Q20
12,500
Orca I
5,095
20,633
2006
Maersk
2Q20(7)
2Q21(7)
9,000(7)
CMA CGM Alcazar
5,089
20,087
2007
CMA CGM
4Q20
2Q21
33,750
CMA CGM Château d’If
5,089
19,994
2007
CMA CGM
4Q20
2Q21
33,750
CMA CGM Jamaica
4,298
17,272
2006
CMA CGM
3Q22
1Q23
25,350
CMA CGM Sambhar
4,045
17,429
2006
CMA CGM
3Q22
1Q23
25,350
CMA CGM America
4,045
17,428
2006
CMA CGM
3Q22
1Q23
25,350
GSL Valerie
2,824
11,971
2005
MSC
3Q20
3Q20
9,000
Athena
2,762
13,538
2003
MSC
1Q21
1Q21
9,000
Maira
2,506
11,453
2000
MSC
3Q20
3Q20
8,250 (8)
Nikolas
2,506
11,370
2000
MSC
3Q20
3Q20
9,000
Newyorker
2,506
11,463
2001
MSC
4Q20
1Q21
9,000
La Tour
2,272
11,742
2001
MSC
4Q20
4Q20
8,800
Manet
2,272
11,727
2001
COSCO
2Q20
2Q20
9,900
GSL Matisse
2,262
11,676
1999
Confidential
2Q20
2Q20
Confidential (9)
Utrillo
2,262
11,676
1999
CMA CGM
1Q20
1Q20
8,500 (10)
GSL Keta
2,207
11,731
2003
OOCL
3Q20
3Q20
9,400 (11)
Julie
2,207
11,731
2002
CMA CGM
2Q20
2Q20
8,500
Kumasi
2,207
11,791
2002
CMA CGM
4Q20
1Q21
9,800
Marie Delmas
2,207
11,731
2002
CMA CGM
4Q20
1Q21
9,800

(1) Modern design, high reefer capacity fuel efficient vessel
(2) Five-year charters which commenced 2Q2019. Approximately $44 million of Adjusted EBITDA, aggregate across the two ships, is expected to be generated for the median period remaining on the charters, from March 31, 2020.
(3) GSL Eleni delivered 3Q2019 and is chartered for five years; GSL Kalliopi (delivered 4Q2019) and GSL Grania (delivered 3Q2019) are chartered for three years plus two successive periods of one year at the option of the charterer. Approximately $29 million of Adjusted EBITDA, aggregate across the three ships, is expected to be generated for the median firm period remaining on the charters, from March 31, 2020. This increases by approximately $16 million if all options are exercised by the Charterer.
(4) New Purchase One was delivered in late January 2020 and New Purchase Two was delivered in February 2020. The initial charter of New Purchase One was extended by 70 - 90 days and, if not extended further, will now expire in 2Q2020 or 3Q2020. Approximately $1.2 million of Adjusted EBITDA is expected to be generated during the median extension period.
(5) GSL Vinia and GSL Christel Elisabeth delivered in December 2019, and are contracted on 52 – 60 months charters. Approximately $20 million of Adjusted EBITDA, aggregate across the two ships, is expected to be generated for the median period remaining on the charters, from March 31, 2020.
(6) 12-month extension at charterer’s option callable in 2Q2022, at an increased rate of $20,000 per day.
(7) 12-24 month charter (which commenced in June 2019), at charterer’s option. Rate increases to $10,000 per day from September 1, 2020
(8) Rate increases to $9,000 per day from April 1, 2020;
(9) A new short-term charter, on confidential terms, commenced on April 4, 2020, and concluded on April 25, 2020;
(10) Charter with CMA CGM expired February 16, 2020; a new short-term charter, to a different counterparty and on confidential terms, commenced February 29, 2020 and concluded March 27, 2020.
(11) Charter extended from April 9, 2020, at a rate of $8,000 per day

Conference Call and Webcast
Global Ship Lease will hold a conference call to discuss the Company's results for the three months ended March 31, 2020 today, Tuesday May 12, 2020 at 10:30 a.m. Eastern Time. There are two ways to access the conference call:

(1)
Dial-in: (877) 445-2556 or (908) 982-4670; Passcode: 9988266
Please dial in at least 10 minutes prior to 10:30 a.m. Eastern Time to ensure a prompt start to the call.

(2)
Live Internet webcast and slide presentation: http://www.globalshiplease.com
If you are unable to participate at this time, a replay of the call will be available through Saturday, May 28, 2020 at (855) 859-2056 or (404) 537-3406. Enter the code 9988266 to access the audio replay. The webcast will also be archived on the Company’s website: http://www.globalshiplease.com.
Annual Report on Form 20-F
The Company’s Annual Report for 2019 is on file with the Securities and Exchange Commission. A copy of the report can be found under the Investor Relations section (Annual Reports) of the Company’s website at http://www.globalshiplease.com   Shareholders may request a hard copy of the audited financial statements free of charge by contacting the Company at info@globalshiplease.com or by writing to Global Ship Lease, Inc, care of Global Ship Lease Services Limited, 25 Wilton Road, London SW1V ILW or by telephoning +44 (0) 203 998 0063.
About Global Ship Lease
Global Ship Lease is a leading independent owner of containerships with a diversified fleet of mid-sized and smaller containerships. Incorporated in the Marshall Islands, Global Ship Lease commenced operations in December 2007 with a business of owning and chartering out containerships under fixed-rate charters to top tier container liner companies. On November 15, 2018, it completed a strategic combination with Poseidon Containers.
Global Ship Lease owns 45 ships, ranging from 2,207 to 11,040 TEU, of which nine are fuel-efficient new-design wide-beam, with a total capacity of 248,968 TEU and an average age, weighted by TEU capacity, of 13.1 years as at March 31, 2020.

Adjusted to include all charters agreed up to May 11, 2020, the average remaining term of the Company’s charters at March 31, 2020, to the mid-point of redelivery, including options under the Company’s control, was 2.3 years on a TEU-weighted basis. Contracted revenue on the same basis was $696.0 million. Contracted revenue was $777.0 million, including options under charterers’ control and with latest redelivery date, representing a weighted average remaining term of 2.6 years.
Reconciliation of Non-U.S. GAAP Financial Measure
A.
Adjusted EBITDA
Adjusted EBITDA represents net income before interest income and expense, earnings allocated to preferred shares, income taxes, depreciation and amortization of drydocking costs and impairment losses.  Adjusted EBITDA is a non-US GAAP quantitative measure used to assist in the assessment of the Company's ability to generate cash from its 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 US GAAP and should not be considered to be an alternate to Net income or any other financial metric required by such accounting principles. Our use of Adjusted EBITDA may vary from the use of similarly titled measures by others in our industry.


ADJUSTED EBITDA - UNAUDITED
(thousands of U.S. dollars)
 
Three
Three
 
 
months
months
 
 
ended
ended
 
 
Mar 31,
Mar 31,
 
 
2020
2019
 
       
Net income available to common shareholders
621
9,623
 
         
Adjust:
Depreciation and amortization
11,548
10,758
 
 
Vessel impairment losses
7,585
-
 
 
Interest income
(638)
(417)
 
 
Interest expense
19,555
19,352
 
 
Income taxes
-
16
 
 
Earnings allocated to preferred shares
879
766
 
         
Adjusted EBITDA
39,550
40,098
 
B.
Normalized net income
Normalized net income represents net income adjusted for impairment charges and the premium paid on redemption of 2022 notes. Normalized net income is a non-GAAP quantitative measure which we believe will assist investors and analysts who often adjust reported net loss for items that do not affect operating performance or operating cash generated. Normalized net income is not defined in US GAAP and should not be considered to be an alternate to net income or any other financial metric required by such accounting principles.  Our use of Normalized net income may vary from the use of similarly titled measures by others in our industry.
NORMALIZED NET INCOME – UNAUDITED
(thousands of U.S. dollars)
   
Three
Three
 
   
months
months
 
   
ended
ended
 
   
Mar 31,
Mar 31,
 
   
2020
2019
 
         
Net income available to common shareholders
621
9,623
 
         
Adjust:
Impairment charges
7,585
-
 
 
Premium paid on redemption of 2022 Notes
2,271
-
 
Normalized net income
10,477
9,623
 

Safe Harbor Statement
This communication contains forward-looking statements. Forward-looking statements provide Global Ship Lease's current expectations or forecasts of future events. Forward-looking statements include statements about Global Ship Lease's expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as "anticipate," "believe," "continue," "estimate," "expect," "intend," "may," "ongoing," "plan," "potential," "predict," "project," "will" or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. These forward-looking statements are based on assumptions that may be incorrect, and Global Ship Lease cannot assure you that these projections included in these forward-looking statements will come to pass. Actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors.
The risks and uncertainties include, but are not limited to:

future operating or financial results;

expectations regarding the future growth of the container shipping industry, including the rates of annual demand and supply growth;

the financial condition of our charterers, particularly CMA CGM, our principal charterer and main source of operating revenue, and their ability to pay charterhire in accordance with the charters;

Global Ship Lease’s financial condition and liquidity, including its level of indebtedness or ability to obtain additional financing to fund capital expenditures, vessel acquisitions and other general corporate purposes;

Global Ship Lease’s ability to meet its financial covenants and repay its credit facilities;

Global Ship Lease’s expectations relating to dividend payments and forecasts of its ability to make such payments including the availability of cash and the impact of constraints under its credit facility;

risks relating to the acquisition of Poseidon Containers and Global Ship Lease’s ability to realize the anticipated benefits of the acquisition;

future acquisitions, business strategy and expected capital spending;

operating expenses, availability of crew, number of off-hire days, drydocking and survey requirements and insurance costs;

general market conditions and shipping industry trends, including charter rates and factors affecting supply and demand;

assumptions regarding interest rates and inflation;

changes in the rate of growth of global and various regional economies;

risks incidental to vessel operation, including piracy, discharge of pollutants and vessel accidents and damage including total or constructive total loss;

estimated future capital expenditures needed to preserve its capital base;

Global Ship Lease’s expectations about the availability of ships to purchase, the time that it may take to construct new ships, or the useful lives of its ships;

Global Ship Lease’s continued ability to enter into or renew long-term, fixed-rate charters or other vessel employment arrangements;

the continued performance of existing long-term, fixed-rate time charters;

Global Ship Lease’s ability to capitalize on its management’s and board of directors’ relationships and reputations in the containership industry to its advantage;

changes in governmental and classification societies’ rules and regulations or actions taken by regulatory authorities;

expectations about the availability of insurance on commercially reasonable terms;

unanticipated changes in laws and regulations including taxation;

potential liability from future litigation.
Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Global Ship Lease's actual results could differ materially from those anticipated in forward-looking statements for many reasons specifically as described in Global Ship Lease's filings with the U.S Securities and Exchange Commission (the “SEC”). Accordingly, you should not unduly rely on these forward-looking statements, which speak only as of the date of this communication. Global Ship Lease undertakes no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this communication or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks Global Ship Lease describes in the reports it will file from time to time with the SEC after the date of this communication.

Global Ship Lease, Inc.

Interim Unaudited Consolidated Balance Sheets

(Expressed in thousands of U.S dollars)
     
 
As of,
 
March 31, 2020
 
December 31, 2019
ASSETS
 
 
 
 
 
CURRENT ASSETS
         
Cash and cash equivalents
$
86,961
 
$
138,024
Restricted cash
 
4,569
   
3,909
Accounts receivable, net
 
2,252
 
 
2,350
Inventories
 
5,991
   
5,595
Prepaid expenses and other current assets
 
8,438
 
 
8,132
Due from related parties
 
6,018
   
3,860
Total current assets
$
114,229
 
$
161,870
NON - CURRENT ASSETS
         
Vessels in operation
$
1,165,052
 
$
1,155,586
Advances for vessels acquisitions and other additions
 
9,620
   
10,791
Intangible assets - charter agreements
 
486
   
1,467
Deferred charges, net
 
17,576
 
 
16,408
Restricted cash, net of current portion
 
6,204
 
 
5,703
Total non - current assets
 
1,198,938
   
1,189,955
TOTAL ASSETS
$
1,313,167
 
$
1,351,825
LIABILITIES AND SHAREHOLDERS' EQUITY
         
CURRENT LIABILITIES
 
 
 
 
 
Accounts payable
$
10,672
 
$
9,052
Accrued liabilities
 
27,847
 
 
22,916
Current portion of long - term debt
 
89,841
   
87,532
Deferred revenue
 
6,678
 
 
9,987
Due to related parties
 
333
   
109
Total current liabilities
$
135,371
 
$
129,596
LONG-TERM LIABILITIES
         
Long - term debt, net of current portion and deferred financing costs
$
760,412
 
$
809,357
Intangible liability-charter agreements
 
5,968
   
6,470
Total non - current liabilities
 
766,380
 
 
815,827
Total liabilities
 
901,751
 
 
945,423
Commitments and Contingencies
         
SHAREHOLDERS' EQUITY
 
 
 
 
 
Class A common shares - authorized
214,000,000 shares with a $0.01 par value
17,556,738 shares issued and outstanding (2019 – 17,556,738 shares)
 
175
   
175
Series B Preferred Shares - authorized
44,000 shares with a $0.01 par value
16,074 shares issued and outstanding (2019 – 14,428 shares)
 
-
   
-
Series C Preferred Shares - authorized
250,000 shares with a $0.01 par value
250,000 shares issued and outstanding (2019 - 250,000 shares)
 
3
 
 
3
Additional paid in capital
 
569,979
   
565,586
Accumulated deficit
 
(158,741)
 
 
(159,362)
Total shareholders' equity
 
411,416
 
 
406,402
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
 
1,313,167
 
 
1,351,825
           





Global Ship Lease, Inc.

Interim Unaudited Consolidated Statements of Operations

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

   
Three months ended
March 31,
   
2020
   
2019
OPERATING REVENUES
         
Time charter revenues (include related party revenues of $37,676 and $34,633 for each of the period ended March 31, 2020 and 2019, respectively)
 
 
$
70,947
 
 
 
$
64,514
           
OPERATING EXPENSES:
         
Vessels operating expenses (include related party vessels operating expenses of $3,037 and $1,805 for each of the period ended March 31, 2020 and 2019, respectively)
 
25,512
   
20,955
Time charter and voyage expenses (include related party time charter and voyage expenses of $610 and $430 for each of the period ended March 31, 2020 and 2019, respectively)
 
3,469
   
1,551
Depreciation and amortization
 
11,548
   
10,758
Vessel impairment losses
 
7,585
   
General and administrative expenses
 
2,437
   
2,454
Operating Income
 
20,396
 
 
28,796
           
Interest income
 
638
   
417
Interest and other financial expense (including premium on 2022 Notes)
 
(19,555)
   
(19,352)
Other income, net
 
21
   
544
Total non-operating expense
 
(18,896)
   
(18,391)
Income before income taxes
 
1,500
 
 
10,405
Income taxes
 
   
(16)
Net Income
$
1,500
 
$
10,389
Earnings allocated to Series B Preferred Shares
 
(879)
   
(766)
 
Net Income available to Common Shareholders
 
$
 
621
 
 
$
 
9,623
 
 
Earnings per Share
         
           
Weighted average number of Class A common shares outstanding
         
Basic
 
17,556,738
   
9,932,664
Diluted
 
17,682,453
   
10,022,041
 
         
Net Earnings per Class A common share
         
Basic
$
0.02
 
$
0.42
Diluted
$
0.02
 
$
0.42

Global Ship Lease, Inc.

Interim Unaudited Consolidated Statements of Cash Flows

(Expressed in thousands of U.S dollars)


   
Three months ended March 31,
   
2020
   
2019
Cash flows from operating activities:
         
Net income
$
1,500
 
$
10,389
Adjustments to reconcile net income to net cash provided by operating activities:
         
Depreciation and amortization
$
11,548
 
$
10,758
Vessel Impairment losses
 
7,585
   
-
Amortization of deferred financing costs
 
927
 
 
745
Amortization of original issue discount/premium on repurchase of notes
 
2,139
   
202
Amortization of intangible liability/asset-charter agreements
 
479
 
 
468
Share based compensation
 
429
   
429
Changes in operating assets and liabilities:
 
 
 
 
 
Increase in accounts receivable and other assets
$
(208)
 
$
(94)
(Increase)/decrease in inventories
 
(396)
 
 
442
Increase in accounts payable and other liabilities
 
6,595
   
3,719
Decrease in related parties' balances, net
 
(1,934)
 
 
(2,038)
Decrease in deferred revenue
 
(3,309)
   
(481)
Unrealized foreign exchange gain
 
-
 
 
(5)
Net cash provided by operating activities
$
25,355
 
$
24,534
Cash flows from investing activities:
 
 
 
 
 
Acquisition of vessels
$
(23,060)
 
$
-
Cash paid for vessel expenditure
 
(1,108)
 
 
(637)
Advances for vessel acquisitions and other additions
 
(200)
   
-
Cash paid for drydockings
 
(4,072)
   
(50)
Net cash used in investing activities
$
(28,440)
 
$
(687)
Cash flows from financing activities:
 
 
 
 
 
Proceeds from issuance of 2024 Notes
$
19,193
 
$
-
Repurchase of 2022 Notes, including premium
 
(57,197)
 
 
 -
Proceeds from drawdown of credit facilities
 
47,000
   
-
Repayment of credit facilities
 
(13,452)
 
 
(6,226)
Repayment of refinanced debt
 
(44,366)
   
-
Deferred financing costs paid
 
(880)
 
 
 -
Proceeds from offering of Class A common shares, net of offering costs
 
(39)
   
-
Proceeds from offering of Series B preferred shares, net of offering costs
 
3,803
 
 
 -
Series B Preferred Shares-dividends paid
 
(879)
   
(766)
Net cash used in financing activities
$
(46,817)
 
$
(6,992)
Net (decrease)/increase in cash and cash equivalents and restricted cash
 
(49,902)
   
16,855
Cash and cash equivalents and restricted cash at beginning of the period
 
147,636
 
 
90,072
Cash and cash equivalents and restricted cash at end of the period
$
97,734
 
$
106,927
 
Supplementary Cash Flow Information:
 
 
 
 
 
Cash paid for interest
 
11,189
   
9,563
Non-cash Investing activities:
         
Unpaid drydocking expenses
 
2,037
   
-
Unpaid vessel additions
 
3,436
 
 
-
           
           

Investor and Media Contacts:
The IGB Group
Bryan Degnan
646-673-9701
or
Leon Berman
212-477-8438

Exhibit 99.2









GLOBAL SHIP LEASE, INC.

INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

PERIOD ENDED MARCH 31, 2020



Global Ship Lease, Inc.

Interim Unaudited Consolidated Balance Sheets

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


       
As of
 
Note
   
March 31,
2020
   
December 31,
2019
ASSETS
         
 
 
CURRENT ASSETS
             
Cash and cash equivalents
     
86,961
   
138,024
Restricted cash
     
4,569
   
3,909
Accounts receivable, net
   
 
2,252
 
 
2,350
Inventories
     
5,991
   
5,595
Prepaid expenses and other current assets
   
 
8,438
 
 
8,132
Due from related parties
5
   
6,018
   
3,860
Total current assets
   
$
114,229
 
$
161,870
NON-CURRENT ASSETS
             
Vessels in operation
3
   
1,165,052
   
1,155,586
Advances for vessels acquisitions and other additions
3
   
9,620
   
10,791
Intangible assets-charter agreements
   
 
486
 
 
1,467
Deferred charges, net
   
 
17,576
 
 
16,408
Restricted cash, net of current portion
     
6,204
   
5,703
Total non-current assets
   
 
1,198,938
 
 
1,189,955
TOTAL ASSETS
   
$
1,313,167
 
$
1,351,825
LIABILITIES AND SHAREHOLDERS' EQUITY
         
 
 
CURRENT LIABILITIES
             
Accounts payable
     
10,672
   
9,052
Accrued liabilities
     
27,847
   
22,916
Current portion of long-term debt
4
 
 
89,841
 
 
87,532
Deferred revenue
     
6,678
   
9,987
Due to related parties
5
 
 
333
 
 
109
Total current liabilities
     
135,371
   
129,596
LONG-TERM LIABILITIES
         
 
 
Long-term debt, net of current portion and deferred financing costs
4
   
760,412
   
809,357
Intangible liability-charter agreements
   
 
5,968
 
 
6,470
Total non-current liabilities
   
 
766,380
 
 
815,827
Total liabilities
   
$
901,751
 
$
945,423
Commitments and Contingencies
6
 
 
 
 
SHAREHOLDERS' EQUITY
             
Class A common shares - authorized
214,000,000 shares with a $0.01 par value
17,556,738 shares issued and outstanding (2019 – 17,556,738 shares)
7
 
 
 
 
175
 
 
175
Series B Preferred Shares - authorized
44,000 shares with a $0.01 par value
16,074 shares issued and outstanding (2019 – 14,428 shares)
7
 
 
 
 
Series C Preferred Shares - authorized
250,000 shares with a $0.01 par value
250,000 shares issued and outstanding (2019 - 250,000 shares)
7
   
3
   
3
Additional paid in capital
   
 
569,979
 
 
565,586
Accumulated deficit
     
(158,741)
   
(159,362)
Total shareholders' equity
   
 
411,416
 
 
406,402
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
   
$
1,313,167
 
$
1,351,825




See accompanying notes to interim unaudited consolidated financial statements
Page 1

Global Ship Lease, Inc.

Interim Unaudited Consolidated Statements of Operations

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

     
Three months ended
March 31,
 
 
Note
 
2020
   
2019
OPERATING REVENUES
           
Time charter revenues (include related party revenues of $37,676 and $34,633 for each of the period ended March 31, 2020 and 2019, respectively)
   
70,947
   
64,514
             
OPERATING EXPENSES:
           
Vessels operating expenses (include related party vessels operating expenses of $3,037 and $1,805 for each of the period ended March 31, 2020 and 2019, respectively)
   
25,512
   
20,955
Time charter and voyage expenses (include related party time charter and voyage expenses of $610 and $430 for each of the period ended March 31, 2020 and 2019, respectively)
   
3,469
   
1,551
Depreciation and amortization
3
 
11,548
   
10,758
Vessel impairment losses
3
 
7,585
   
General and administrative expenses
   
2,437
   
2,454
Operating Income
   
20,396
 
 
28,796
             
Interest income
   
638
   
417
Interest and other financial expense (including premium on 2022 Notes)
   
(19,555)
   
(19,352)
Other income, net
   
21
   
544
Total non-operating expense
   
(18,896)
   
(18,391)
Income before income taxes
   
1,500
 
 
10,405
Income taxes
   
   
(16)
Net Income
   
1,500
   
10,389
Earnings allocated to Series B Preferred Shares
7
 
(879)
   
(766)
 
Net Income available to Common Shareholders
 
 
$
 
621
 
 
$
 
9,623
Earnings per Share
           
             
Weighted average number of Class A common shares outstanding
           
Basic
9
 
17,556,738
   
9,932,664
Diluted
9
 
17,682,453
   
10,022,041
 
           
Net Earnings per Class A common share
           
Basic
 
$
0.02
 
$
0.42
Diluted
 
$
0.02
 
$
0.42




See accompanying notes to interim unaudited consolidated financial statements
Page 2

Global Ship Lease, Inc.

Interim Unaudited Consolidated Statements of Cash Flows

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

     
Three months ended
March 31,
 
 
Note
 
2020
   
2019
Cash flows from operating activities:
           
Net Income
   
1,500
   
10,389
Adjustments to reconcile net income to net cash provided by operating activities:
           
Depreciation and amortization
   
11,548
   
10,758
Vessel impairment losses
3
 
7,585
   
Amortization of deferred financing costs
4
 
927
   
745
Amortization of original issue discount / premium on repurchase of notes
   
2,139
   
202
Amortization of intangible asset/liability-charter agreements
   
479
   
468
Share based compensation
8
 
429
   
429
Changes in operating assets and liabilities:
           
Increase in accounts receivable and other assets
   
(208)
   
(94)
(Increase)/ decrease in inventories
   
(396)
   
442
Increase in accounts payable and other liabilities
   
6,595
   
3,719
Decrease in related parties' balances, net
5
 
(1,934)
   
(2,038)
Decrease in deferred revenue
   
(3,309)
   
(481)
Unrealized foreign exchange gain
   
   
(5)
Net cash provided by operating activities
 
$
25,355
 
$
24,534
Cash flows from investing activities:
           
Acquisition of vessels
   
(23,060)
   
Cash paid for vessel expenditures
   
(1,108)
   
(637)
Advances for vessel acquisitions and other additions
   
(200)
   
Cash paid for drydockings
   
(4,072)
   
(50)
Net cash used in investing activities
 
$
(28,440)
 
$
(687)
Cash flows from financing activities:
           
Proceeds from issuance of 2024 Notes
   
19,193
   
Repurchase of 2022 Notes, including premium
   
(57,197)
   
Proceeds from drawdown of credit facilities
   
47,000
   
Repayment of credit facilities
   
(13,452)
   
(6,226)
Repayment of refinanced debt
   
(44,366)
   
Deferred financing costs paid
   
(880)
   
Proceeds from offering of Class A common shares, net of offering costs
   
(39)
   
Proceeds from offering of Series B preferred shares, net of offering costs
7
 
3,803
   
Series B Preferred Shares - dividends paid
   
(879)
   
(766)
Net cash used in financing activities
 
$
(46,817)
 
$
(6,992)
Net (decrease)/increase in cash and cash equivalents and restricted cash
   
(49,902)
   
16,855
 
Cash and cash equivalents and restricted cash at beginning of the year
   
147,636
   
90,072
 
Cash and cash equivalents and restricted cash at end of the year
 
 
$
97,734
 
 
$
106,927
             
Supplementary Cash Flow Information:
           
Cash paid for interest
   
11,189
   
9,563
Non-cash investing activities:
           
Unpaid dry docking expenses
   
2,037
   
Unpaid vessel expenditures
   
3,436
 
 




See accompanying notes to interim unaudited consolidated financial statements
Page 3

Global Ship Lease, Inc.

Interim Unaudited Consolidated Statements of Changes in Shareholders’ Equity

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

   
Number of Series B
Preferred Shares
at par value $0.01
Number of Series C
Preferred Shares
at par value $0.01
           
 
Number of Common Shares
 
Series B
Series C
Additional paid-in capital
 
Total
 
at par value $0.01
Common Shares
Preferred Shares
Preferred Shares
Accumulated Deficit
Shareholders' Equity
Balance
at December 31, 2018
9,942,950
14,000
250,000
$99
$-
$3
$512,379
$ (196,119)
$ 316,362
Restricted Stock Units (Note 8)
— 
— 
 —
— 
429
429
Series B Preferred Shares dividend (Note 7)
 —
— 
— 
 —
— 
(766)
(766)
Net Income for the period
 —
10,389
10,389
Balance
at March 31, 2019
9,942,950
14,000
250,000
$99
$-
$3
$512,808
$ (186,496)
$ 326,414
                   
Balance
at December 31, 2019
17,556,738
14,428
250,000
$175
$-
$3
$565,586
$ (159,362)
$406,402
Issuance of Class A common shares, net of offering costs
— 
— 
 —
— 
(39)
(39)
Series B Preferred Shares dividend (Note 7)
— 
— 
 —
— 
(879)
(879)
Restricted Stock Units (Note 8)
— 
— 
 —
— 
429
429
Net Income for the period
— 
— 
 —
— 
1,500
1,500
Issuance of Series B Preferred shares, net of offering costs
1,646
— 
— 
 —
— 
4,003
4,003
Balance
at March 31, 2020
17,556,738
16,074
250,000
$175
$-
$3
$569,979
$ (158,741)
$ 411,416




See accompanying notes to interim unaudited consolidated financial statements
Page 4

Global Ship Lease, Inc.

Notes to the Interim Unaudited Consolidated Financial Statements

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

1.            Description of Business
The Company’s business is to own and charter out containerships to leading liner companies.
On August 14, 2008, Global Ship Lease, Inc. (the “Company”) merged indirectly with Marathon Acquisition Corp., a company then listed on The American Stock Exchange, and with the pre-existing Global Ship Lease, Inc. GSL Holdings, Inc. was the surviving entity, changed its name to Global Ship Lease, Inc. and became listed on The New York Stock Exchange (the “NYSE”).
On November 15, 2018, the Company completed a transformative transaction and acquired Poseidon Containers’ 20 containerships, one of which, the Argos, was contracted to be sold, which sale was completed in December 2018, which we refer to herein as the “Poseidon Transaction”. References herein to the “GSL Fleet” are to the 19 vessels that were owned by us prior to the consummation of the Poseidon Transaction, and references to the “Poseidon Fleet” are to the 19 vessels that we acquired as a result of the Poseidon Transaction, excluding the Argos.
The following table provides information about the 45 vessels owned as at March 31, 2020 which have an average age weighted by TEU capacity of 13.1 years.

Company Name (1)
Fleet
Country of
Vessel 
Capacity in TEUs
Year Built
Earliest 
Incorporation
Name
 (2)
Charter Expiry Date
Global Ship Lease 13 Limited
GSL
Cyprus
CMA CGM Thalassa
11,040
2008
4Q25
Laertis Marine LLC
Poseidon
Marshall Islands
UASC Al Khor
9,115
2015
1Q22
Penelope Marine LLC
Poseidon
Marshall Islands
Maira XL
9,115
2015
3Q20
Telemachus Marine LLC
Poseidon
Marshall Islands
Anthea Y
9,115
2015
2Q20
Global Ship Lease 20 Limited
GSL
Hong Kong
MSC Tianjin
8,603
2005
2Q24
Global Ship Lease 21 Limited
GSL
Hong Kong
MSC Qingdao
8,603
2004
2Q24
Global Ship Lease 43 LLC
GSL
Liberia
GSL Ningbo
8,603
2004
3Q20
Global Ship Lease 30 Limited
Marshall Islands
GSL Eleni
7,847
2004
3Q24(3)
Global Ship Lease 31 Limited
Marshall Islands
GSL Kalliopi
7,847
2004
4Q22(3)
Global Ship Lease 32 Limited
Marshall Islands
GSL Grania
7,847
2004
3Q22(3)
Alexander Marine LLC
Poseidon
Marshall Islands
Mary
6,927
2013
3Q23
Hector Marine LLC
Poseidon
Marshall Islands
Kristina
6,927
2013
2Q24
Ikaros Marine LLC
Poseidon
Marshall Islands
Katherine
6,927
2013
1Q24
Philippos Marine LLC
Poseidon
Marshall Islands
Alexandra
6,927
2013
1Q24
Aristoteles Marine LLC
Poseidon
Marshall Islands
Alexis
6,882
2015
1Q24
Menelaos Marine LLC
Poseidon
Marshall Islands
Olivia I
6,882
2015
1Q24
Global Ship Lease 23 Limited
GSL
Hong Kong
CMA CGM Berlioz
6,621
2001
2Q21
Leonidas Marine LLC
Poseidon
Marshall Islands
Agios Dimitrios
6,572
2011
4Q23
Global Ship Lease 35 LLC
New Purchase One
6,422
2002
2Q20(4)
Global Ship Lease 36 LLC
New Purchase Two
6,422
2002
2Q20(4)
Global Ship Lease 33 Limited
Liberia
GSL Vinia
6,080
2004
2Q24(5)
Global Ship Lease 34 Limited
Liberia
GSL Christel Elisabeth
6,080
2004
2Q24(5)
Tasman Marine LLC
Poseidon
Marshall Islands
Tasman
5,936
2000
2Q22(6)
Hudson Marine LLC
Poseidon
Marshall Islands
Dimitris Y
5,936
2000
2Q21
Drake Marine LLC
Poseidon
Marshall Islands
Ian H
5,936
2000
1Q21
Hephaestus Marine LLC
Poseidon
Marshall Islands
Dolphin II
5,095
2007
3Q20


Page 5



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

1.            Description of Business (continued)

Company Name (1)
Fleet
Country of
Vessel
Capacity in TEUs
Year Built
Earliest 
Incorporation
Name
 (2)
Charter Expiry Date
Zeus One Marine LLC
Poseidon
Marshall Islands
Orca I
5,095
2006
2Q20(7)
Global Ship Lease 47 LLC
GSL
Liberia
CMA CGM Château d’If
5,089
2007
4Q20
GSL Alcazar Inc.
GSL
Marshall Islands
CMA CGM Alcazar
5,089
2007
4Q20
Global Ship Lease 14 Limited
GSL
Cyprus
CMA CGM Jamaica
4,298
2006
3Q22
Global Ship Lease 49 LLC
GSL
Liberia
CMA CGM Sambhar
4,045
2006
3Q22
Global Ship Lease 16 Limited
GSL
Cyprus
CMA CGM America
4,045
2006
3Q22
Global Ship Lease 26 Limited
GSL
Hong Kong
GSL Valerie
2,824
2005
3Q20
Pericles Marine LLC
Poseidon
Marshall Islands
Athena
2,762
2003
1Q21
Aris Marine LLC
Poseidon
Marshall Islands
Maira
2,506
2000
3Q20
Aphrodite Marine LLC
Poseidon
Marshall Islands
Nikolas
2,506
2000
3Q20
Athena Marine LLC
Poseidon
Marshall Islands
Newyorker
2,506
2001
4Q20
Global Ship Lease 46 LLC
GSL
Liberia
GSL La Tour(8)
2,272
2001
4Q20
Global Ship Lease 38 LLC
GSL
Liberia
GSL Manet
2,272
2001
2Q20
Global Ship Lease 37 LLC
GSL
Liberia
GSL Matisse
2,262
1999
2Q20(9)
Global Ship Lease 39 LLC
GSL
Liberia
Utrillo
2,262
1999
1Q20(10)
Global Ship Lease 5 Limited
GSL
Cyprus
GSL Keta
2,207
2003
3Q20(11)
Global Ship Lease 6 Limited
GSL
Cyprus
GSL Julie(12)
2,207
2002
2Q20
Global Ship Lease 7 Limited
GSL
Cyprus
Kumasi
2,207
2002
4Q20
Global Ship Lease 44 LLC
GSL
Liberia
Marie Delmas
2,207
2002
4Q20


(1) All subsidiaries are 100% owned, either directly or indirectly;
(2) Twenty-foot Equivalent Units;
(3) GSL Eleni delivered 3Q2019 and is chartered for five years; GSL Kalliopi (delivered 4Q2019) and GSL Grania (delivered 3Q2019) are chartered for three years plus two successive periods of one year at the option of the charterer;
(4) New Purchase One was delivered in late January 2020 and New Purchase Two was delivered in February 2020. The initial charter of New Purchase One was extended by 70 - 90 days and, if not extended further, will now expire in 2Q2020 or 3Q2020;
(5) GSL Vinia and GSL Christel Elisabeth delivered in December 2019 and are contracted on 52 – 60 months charters;
(6) 12-month extension at charterer’s option callable in 2Q2022;
(7) 12-24 month charter, at charterer’s option, which commenced in 2Q2019;
(8) Renamed La Tour, effective April 3, 2020;
(9) A new short-term charter, on confidential terms, commenced on April 4, 2020, and concluded on April 25, 2020;
(10) Charter with CMA CGM expired February 16, 2020; a new short-term charter, to a different counterparty and on confidential terms, commenced February 29, 2020 and concluded March 27, 2020;
(11) Charter extended from April 9, 2020;
(12) Renamed Julie, effective April 29, 2020.
Page 6

Global Ship Lease, Inc.

Notes to the Interim Unaudited Consolidated Financial Statements (continued)

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

2.
Summary of Significant Accounting Policies and Disclosures

(a)
Basis of Presentation
The accompanying financial information is unaudited and reflects all adjustments, consisting solely of normal recurring adjustments, which, in the opinion of management, are necessary for a fair statement of financial position and results of operations for the years presented. The financial information does not include all disclosures required under United States Generally Accepted Accounting Principles (“US GAAP”) for annual financial statements. These interim unaudited consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements as of December 31, 2019 filed with the Securities and Exchange Commission on April 2, 2020 in the Company’s Annual Report on Form 20-F.
Adoption of new accounting standards
On January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU amends the accounting for credit losses on available-for-sale debt securities, purchased financial assets with credit deterioration and clarifies that impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases. In addition, these amendments require the measurement of all expected credit losses for financial assets, including trade accounts receivable, held at the reporting date based on historical experience, current conditions, and current expectations of future economic conditions based on reasonable and supportable forecasts.  Upon adoption and as of March 31, 2020, this new guidance did not have a material impact on the Company’s interim unaudited consolidated financial statements, as the majority of its Accounts Receivable, net relates to receivables arising from operating leases and are scoped out of the new standard.

In March 2020, the FASB issued ASU 2020-4, “Reference Rate Reform (Topic 848)” (“ASU 2020-4”), which provides optional guidance intended to ease the potential burden in accounting for the expected discontinuation of LIBOR as a reference rate in the financial markets. The guidance can be applied to modifications made to certain contracts to replace LIBOR with a new reference rate. The guidance, if elected, will permit entities to treat such modifications as the continuation of the original contract, without any required accounting reassessments or remeasurements. The ASU 2020-4 was effective for the Company beginning on March 12, 2020 and the Company will apply the amendments prospectively through December 31, 2022. There was no impact to the Company’s interim unaudited consolidated financial statements for the three months ended March 31, 2020 as a result of adopting this standard update. Currently, the Company has various contracts that reference LIBOR and is assessing how this standard may be applied to specific contract modifications.
Counterparty risk
A significant portion of the Company’s revenues are derived from charters to CMA CGM. The Company is consequently highly dependent on the performance by CMA CGM of its obligations under these charters, which operate in an industry that is subject to volatility.
If CMA CGM ceases doing business or fails to perform its obligations under the charters, the Company’s business, financial position and results of operations would be materially adversely affected as it is probable that, even if the Company was able to find replacement charters, such replacement charters would be at significantly lower daily rates and shorter durations. If such events occur, these events may give rise to uncertainty about the Company’s ability to continue as a going concern.
These unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The interim unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, nor to the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern.
Page 7

Global Ship Lease, Inc.

Notes to the Interim Unaudited Consolidated Financial Statements (continued)

(Expressed in thousands of U.S. dollars except share data)
2.            Summary of Significant Accounting Policies and Disclosures (continued)

(b)
Principles of Consolidation
The accompanying interim unaudited consolidated financial information include the financial statements of the Company and its wholly owned subsidiaries; the Company has no other interests. All significant intercompany balances and transactions have been eliminated in the Company’s interim unaudited consolidated financial statements.

(c)
Vessels in operation
Vessels are generally recorded at their historical cost, which consists of the acquisition price and any material expenses incurred upon acquisition. Vessels acquired in a corporate transaction accounted for as an asset acquisition are stated at the acquisition price, which consists of consideration paid, plus transaction costs less any negative goodwill, if applicable. Vessels acquired in a corporate transaction accounted for as a business combination are recorded at fair value. Vessels acquired as part of the Marathon Merger in 2008 were accounted for under ASC 805, which required that the vessels be recorded at fair value, less the negative goodwill arising as a result of the accounting for the merger.
Subsequent expenditures for major improvements and upgrades are capitalized, provided they appreciably extend the life, increase the earnings capacity or improve the efficiency or safety of the vessels.
Borrowing costs incurred during the construction of vessels or as part of the prefinancing of the acquisition of vessels are capitalized. There was no capitalized interest for the three months ended March 31, 2020 and for the year ended December 31, 2019.
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 affects the depreciable amount of the vessels and affects depreciation expense in the period of the revision and future periods. The management, after considering current market trends for scrap rates and historical scrap rates of the residual values of the Company’s vessels, estimates scrap value per LWT at a rate of $400.
For any vessel group which is impaired, the impairment charge is recorded against the cost of the vessel and the accumulated depreciation as at the date of impairment is removed from the accounts. 
The cost and related accumulated depreciation of assets retired or sold are removed from the accounts at the time of sale or retirement and any gain or loss is included in the interim unaudited Consolidated Statements of Income.
Page 8


Global Ship Lease, Inc.

Notes to the Interim Unaudited Consolidated Financial Statements (continued)

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

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

(d)
Impairment of Long-lived assets
Tangible fixed assets, such as vessels, are reviewed individually for impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable. Undiscounted projected operating cash flows are determined for each vessel group, which comprises of the vessel, the unamortized portion of deferred dry-docking related to the vessel and the related carrying value of the intangible asset or liability (if any) with respect to the time charter attached to the vessel at its purchase, if applicable (together the “vessel group”) and compared to the carrying value of the vessel group (step one). Within the shipping industry, vessels can be purchased with a charter attached.
The value of the charter may be favorable or unfavorable when comparing the contracted charter rate to then current market rates. An impairment charge is recognized when the sum of the expected undiscounted future cash flows from the vessel group over its estimated remaining useful life is less than its carrying amount (step one) and is recorded equal to the amount by which the vessel group’s carrying amount exceeds its fair value, including any applicable charter. Fair value is determined with the assistance from valuations obtained from third party independent ship brokers (step two).
The assumptions used involve a considerable degree of estimation. Actual conditions may differ significantly from the assumptions and thus actual cash flows may be significantly different to those estimated with a material effect on the recoverability of each vessel’s carrying amount.
The most significant assumptions made for the determination of expected cash flows are (i) 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 for each vessel thereafter (ii) off-hire days, which are based on actual off-hire statistics for the Company’s fleet (iii) operating costs, based on current levels escalated over time based on long term trends (iv) dry-docking frequency, duration and cost  (v) estimated useful life, which is assessed as a total of 30 years from original delivery by the shipyard and (vi) scrap values.

The Company has recognized an impairment loss of $7,585 for the three months ended March 31, 2020. No impairment loss was recognized for the three months ended March 31, 2019.
Page 9


Global Ship Lease, Inc.

Notes to the Interim Unaudited Consolidated Financial Statements (continued)

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

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

(e)
Revenue recognition and related expense
The Company charters out its vessels on time charters which involves placing a vessel at a charterer’s disposal for a specified period of time during which the charterer uses the vessel in return for the payment of a specified daily hire rate. Such charters are accounted for as operating leases and therefore revenue is recognized on a straight-line basis as the average revenues over the rental periods of such charter agreements, as service is performed. Cash received in excess of earned revenue is recorded as deferred revenue. If a time charter contains one or more consecutive option periods, then subject to the options being exercisable solely by the Company, the time charter revenue will be recognized on a straight-line basis over the total remaining life of the time charter, including any options which are more likely than not to be exercised. Any difference between the charter rate invoiced and the time charter revenue recognized is classified as, or released from, deferred revenue within the interim unaudited Consolidated Balance Sheets.

Revenues are recorded net of address commissions, which represent a discount provided directly to the charterer based on a fixed percentage of the agreed upon charter rate.
Charter revenue received in advance which relates to the period after a balance sheet date is recorded as deferred revenue within current liabilities until the respective charter services are rendered. 
Under time charter arrangements the Company, as owner, is responsible for all the operating expenses of the vessels, such as crew costs, insurance, repairs and maintenance, and such costs are expensed as incurred and are included in vessel operating expenses.
Commission paid to brokers to facilitate the agreement of a new charter are included in time charter and voyage expenses as are certain expenses related to a voyage, such as the costs of bunker fuel consumed when a vessel is off-hire or idle.
 
(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 the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

As of March 31, 2020, two of the Company’s vessel groups with a total aggregate carrying amount of $15,585 were written down to their fair value of $8,000 resulting in a non-cash impairment charge of $7,585 which was allocated to the respective vessels’ carrying values (see note 3). The estimated fair value, measured on a non-recurring basis, was determined with the assistance of valuations obtained from third party independent ship brokers. Therefore, the Company has categorized the fair value of these vessels as Level 2 in the fair value hierarchy.
Financial Risk Management: The Company activities expose it to a variety of financial risks including fluctuations in, time charter rates, credit and interest rates risk. Risk management is carried out under policies approved by executive management. Guidelines are established for overall risk management, as well as specific areas of operations.
Page 10


Global Ship Lease, Inc.

Notes to the Interim Unaudited Consolidated Financial Statements (continued)

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

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

(g)
Fair Value Measurement and Financial Instruments (continued)
Credit risk: The Company closely monitors its credit exposure to customers and counter-parties for credit risk. The Company has entered into commercial management agreement with Conchart Commercial Inc. (“Conchart”), pursuant to which Conchart has agreed to provide commercial management services to the Company, including the negotiation, on behalf of the Company, vessel employment contracts (see note 5). Conchart has policies in place to ensure that it trades with customers and counterparties with an appropriate credit history.
Financial instruments that potentially subject the Company to concentrations of credit risk are accounts receivable and cash and cash equivalents. The Company does not believe its exposure to credit risk is likely to have a material adverse effect on its financial position, results of operations or cash flows.
Liquidity Risk: Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. The Company monitors cash balances appropriately to meet working capital needs.

(h)
Recent accounting pronouncements
The Company does not believe that any recently issued, but not yet effective, accounting pronouncements would have a material impact on its interim unaudited consolidated financial statements.

Page 11

Global Ship Lease, Inc.

Notes to the Interim Unaudited Consolidated Financial Statements (continued)

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

3.
Vessels in Operation

 
Vessel Cost,
 as adjusted for
 
 
Accumulated
 
 
Net Book
 
  Impairment charges
 
Depreciation
 
Value
As of January 1, 2019
$
1,224,377
 
$
(111,611)
 
$
1,112,766
                 
Additions
 
82,559
 
 
— 
 
 
82,559
Depreciation
 
— 
 
 
(39,739)
 
 
(39,739)
As of December 31, 2019
$
1,306,936
 
$
(151,350)
 
$
1,155,586
                 
Additions
 
27,334
 
 
— 
 
 
27,334
Depreciation
 
— 
 
 
(10,283)
 
 
(10,283)
Impairment loss
 
(42,891)
   
35,306
   
(7,585)
As of March 31, 2020
$
1,291,379
 
$
(126,327)
 
$
1,165,052

On February 21, 2020, the Company took delivery of a 2002-built, 6,422 TEU containership, for a purchase price of $13,000.

On January 29, 2020, the Company took delivery of a 2002-built, 6,422 TEU containership for a purchase price of $13,000.

On December 12, 2019, the Company took delivery of two 2004-built, 6,080 TEU containerships, GSL Vinia and GSL Christel Elisabeth, for a contract price of $12,250 each.

On October 9, 2019, the Company took delivery of a 2004-built, 7,847 TEU containership, GSL Kalliopi, for a contract price of $15,000.

On September 9, 2019, the Company took delivery of a 2004-built, 7,847 TEU containership, GSL Grania, for a contract price of $15,000.

On May 28, 2019, the Company took delivery of a 2004-built, 7,847 TEU containership, GSL Eleni, for a contract price of $18,500.

Impairment
During the three months ended March 31, 2020, the Company agreed that the vessels Utrillo and GSL Matisse should be divested.  As at March 31, 2020, the vessels were not immediately available for sale and therefore did not qualify as “assets held for sale” as of March 31, 2020. As of March 31, 2020, the Company had an expectation that the vessels would each be sold before the end of their estimated useful life, and as a result an impairment test of each of the specific asset groups was performed. An impairment loss of $7,585 has been recognized under the line item “Vessel impairment losses” in the interim unaudited Consolidated Statements of Operations for the three months ended March 31, 2020. 

The Company has evaluated the impact of current economic situation on the recoverability of all of its other vessel groups.  The changes that have occurred in market data have only been observed for a short period of time and the Company does not view this as being a change that will necessarily be sustained over the long term. Therefore, the Company has concluded that there has been no triggering event for impairment testing as of March 31, 2020. The Company will monitor the situation and modify its outlook when there is an accumulation of data that suggests that its outlook no longer accurately reflects the totality of the then current market data and when those circumstances indicate that the carrying amount of their vessel groups might not be recoverable.  
Page 12


Global Ship Lease, Inc.

Notes to the Interim Unaudited Consolidated Financial Statements (continued)

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

3.
Vessels in Operation (continued)

Collateral

As of March 31, 2020, 18 vessels of the GSL Fleet were pledged as collateral under the 2022 Notes and the Citi Super Senior Term Loan (“Citi Credit Facility”), one vessel of the GSL Fleet was pledged as collateral under the Hayfin Credit Facility.  Five of the seven vessels acquired during 2019 and 2020 were pledged under the Hellenic Bank Credit Facility (see note 4h). Additionally, the loan facilities of Poseidon Fleet are collateralized by preferred mortgages over 16 of the Poseidon vessels. Throughout the Company, five vessels were unencumbered.

Advances for vessel acquisitions and other additions

The Company has made advances for the installation of scrubbers and ballast water treatments totaling $9,620 and $10,791 as of March 31, 2020 and December 31, 2019, respectively.  It is expected that the installations will be completed during 2020.

4.
Long-Term Debt

Facilities
March 31,
2020
 
December 31, 2019
2022 Notes
$
322,723
 
$
340,000
Less repurchase of Notes
 
(55,095)
 
 
(17,277)
2022 Notes (a)
$
267,628
 
$
322,723
2024 Notes (b)
 
58,958
   
39,765
Syndicated Senior Secured Credit Facility (c)
 
256,600
   
224,800
Blue Ocean Junior Credit Facility (d, p)
 
38,500
   
38,500
Deutsche, CIT, HCOB, Entrust, Blue Ocean Credit Facility (e)
 
160,537
   
164,710
Citi Credit Facility (f)
 
12,077
 
 
12,077
Hayfin Credit Facility (g)
 
7,129
   
7,129
Hellenic Bank Credit Facility (h)
 
55,700
   
57,700
Chailease Credit Facility (i)
 
9,000
   
DVB Credit Facility (j)
 
 
 
45,445
Total
$
866,129
 
$
912,849
Less: Current portion of 2022 Notes (a)
 
(27,923)
 
 
(27,923)
Less: Current portion of long-term debt
 
(61,918)
   
(59,609)
Less: Original issue discount of 2022 Notes (a)
 
(1,676)
 
 
(1,859)
Less: Original issue discount of 2024 Notes (b)
 
(152)
   
(6)
Less: Deferred financing costs (r)
 
(14,048)
   
(14,095)
Non-current portion of Long-Term Debt
$
760,412
 
$
809,357



Page 13


Global Ship Lease, Inc.

Notes to the Interim Unaudited Consolidated Financial Statements (continued)

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

4.
Long-Term Debt (continued)

a)
9.875% First Priority Secured Notes due 2022
 
On October 31, 2017, the Company completed the sale of $360,000 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 $356,400.
 
Interest on the 2022 Notes is payable semi-annually on May 15 and November 15 of each year, commencing on May 15, 2018. As at September 30, 2019 and December 31, 2018 the 2022 Notes were secured by first priority vessel mortgages on the 18 vessels in the GSL Fleet and by assignments of earnings and insurances, pledges over certain bank accounts, as well as share pledges over each subsidiary owning a Mortgaged Vessel. In addition, the 2022 Notes were fully and unconditionally guaranteed, jointly and severally, by the Company’s 18 vessel owning subsidiaries and Global Ship Lease Services Limited.

The Company is required to have a minimum cash balance of $20,000 on each test date, being March 31, June 30, September 30 and December 31 in each year. The original issue discount is being amortized on an effective interest rate basis over the life of the 2022 Notes. The Company is required to repay at a purchase price of 102%, $40,000 each year for the first three years and $35,000 thereafter, across both the 2022 Notes and the new Citi Credit Facility - see note 4(f) below. The Citi Credit Facility has minimum fixed amortization whereas as long as amounts are outstanding under that Facility amortization of the 2022 Notes is at the option of the noteholders, who can accept or reject an annual tender offer the Company is obliged to make. In December 2018, the tender offer was accepted in full and the Company repurchased $20,000 of the 2022 Notes at a purchase price of 102%. In December 2019, the tender offer of $20,000 was partially accepted by the noteholders and the Company repurchased $17,277 principal amount of the 2022 Notes at a purchase price of 102%. The balance of the offer of $2,723 was applied to repay the Citi Credit Facility at par - see note 4(f) below.
On February 10, 2020, the Company completed an optional redemption of $46,000 aggregate principal amount of its 2022 Notes at a redemption price of $48,271 (representing 104.938% of the aggregate principal amount) plus accrued and unpaid interest. During March 2020, the Company purchased $9,095 of aggregate principal amount of 2022 notes in the open market at an average price of $0.9814.
 
On December 20, 2018, the Company entered into a first supplemental indenture for the 2022 Notes according to which the date beginning on which the Company is permitted to pay dividends to common shareholders in an aggregate amount per year equal to 50% of the consolidated net profit after taxes of the Company for the preceding financial year, was brought forward from January 1, 2021 to January 1, 2020. Also, certain restrictions were agreed in the increase in the permitted transfer basket and the immediate increase in dividend capacity as a result of completing the Poseidon Transaction, and certain other provisions of the Indenture, among other things, the restricted payment covenant, the arm’s length transaction covenant and the reporting covenant were amended.

As of March 31, 2020, the outstanding balance was $265,952, net of the outstanding balance of the original issue discount.

b)
8.00% Senior Unsecured Notes due 2024

On November 19, 2019, the Company completed the sale of $27,500 aggregate principal amount of its 8.00% Senior Unsecured Notes (the “2024 Notes”) which mature on December 31, 2024. On November 27, 2019, the Company sold an additional $4,125 of 2024 Notes, pursuant the underwriter’s option to purchase such additional 2024 notes. Interest on the 2024 Notes is payable on the last day of February, May, August and November of each year commencing on February 29, 2020.

The Company has 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%, (ii) on or after December 31, 2022 and prior to December 31, 2023, at a price equal to 101% and (iii) on or after December 31, 2023 and prior to maturity, at a price equal to 100%.

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

As of March 31, 2020, the outstanding aggregate principal amount of the 2024 notes was $58,958 including an amount of $27,333 that comprise of newly issued 2024 notes under the At Market Issuance Sales Agreement. The outstanding balance, net of the outstanding balance of the original issue discount, was $58,806.
Page 14


Global Ship Lease, Inc.

Notes to the Interim Unaudited Consolidated Financial Statements (continued)

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

4.
Long-Term Debt (continued)

c)
$268.0 Million Syndicated Senior Secured Credit Facility
On September 19, 2019, the Company entered into a Syndicated Senior Secured Credit Facility in order to refinance existing credit facilities that had a maturity date in December 2020, of an amount $224,310.
The Senior Syndicated Secured Credit Facility was agreed to be borrowed in two tranches.
Tranche A amounting to $230,000 was drawn down in full on September 24, 2019 and is scheduled to be repaid in 20 consecutive quarterly instalments of $5,200 starting from December 12, 2019 and a balloon payment of $126,000 payable on September 24, 2024.
Tranche B amounts to $38,000 was drawn down in full on February 10, 2020 and is scheduled to be repaid in 20 consecutive quarterly instalments of $1,000 and a balloon payment of $18,000 payable in the termination date on the fifth anniversary from the utilization date of Tranche A, which falls in September 24, 2024.
The existing indebtedness that was refinanced comprised of the following credit facilities:
$55,700 Credit Agricole Credit Facility with an outstanding balance of $50,961 as of September 19, 2019 (see note 4k).
$24,500 Blue Ocean Credit Facility with an outstanding balance of $23,652 as of September 19, 2019 (see note 4l).
$65,300 ABN AMRO Credit Facility with an outstanding balance of $61,595 as of September 19, 2019 (see note 4m).
$17,100 Amsterdam Trade Bank (“ATB”) Credit Facility with an outstanding balance of $12,600 as of September 19, 2019 (see note 4n).
$80,000 Credit Agricole Credit Facility with an outstanding balance of $75,500 as of September 19, 2019 (see note 4o).
$52,625 DVB Credit Facility with an outstanding balance of $44,366 as of February 12, 2020 (see note 4j).
The interest rate is LIBOR plus a margin of 3.00% and is payable at each quarter end date.
As of March 31, 2020, the outstanding balance of this facility amounted to $256,600.
d)
$38.5 Million Blue Ocean Junior Credit Facility
On September 19, 2019, the Company entered into a refinancing agreement with Blue Ocean Income Fund LP, Blue Ocean Onshore Fund LP, and Blue Ocean Investments SPC Blue, holders of the outstanding debt of $38,500 relevant to the previous Blue Ocean Credit Facility in order to refinance that existing facility with the only substantive change being to extend maturity at the same date with the Syndicated Senior Secured Credit Facility (see note 4c).
The Company fully drew down the facility on September 23, 2019 and it is 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.
As of March 31, 2020, the outstanding balance on this facility amounted to $38,500.


Page 15


Global Ship Lease, Inc.

Notes to the Interim Unaudited Consolidated Financial Statements (continued)

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

4.
Long-Term Debt (continued)

e)
$180.5 Million Deutsche, CIT, HCOB, Entrust, Blue Ocean Credit Facility
In connection with the Poseidon Transaction, the Company assumed debt from the three vessel owning companies of UASC Al Khor, Maira XL and Anthea Y on the date of completion of the transaction of $180,500 with Deutsche Bank AG. The agreement is dated November 9, 2018, with initial drawdown amount of $180,500 and final maturity of June 30, 2022.
On December 31, 2018, the Company entered a deed of amendment and restatement with the bank. Based on this restatement there was a re-tranche of the existing facility such that it was split into a senior facility in an amount of $141,900 (“Senior Facility”) and a junior facility in an amount of $38,600 (“Junior Facility”). The Lenders of the Senior Facility are Hamburg Commercial Bank AG (“HCOB”), Deutsche Bank AG and CIT Bank N.A and the Lenders of the Junior Facility are Blue Ocean GP LLC, Blue Ocean Income Fund LP, Blue Ocean Onshore Fund LP, Entrustpermal ICAV, Blue Ocean Investments SPC one and Blue Ocean Investments SPC for three. The final maturity of both Facilities (Senior and Junior) will be June 30, 2022. In addition to the repayment schedule a cash sweep mechanism based on a DSCR ratio of 1.10:1 (DSCR ratio is the ratio of Cash Flow to the Cash Flow Debt Service) will apply pro rata against the Senior Facility and the Junior Facility.
Senior Facility
The Senior Facility is comprised of three Tranches. Tranche A relates to Al Khor and is repayable in 14 instalments of $868, and a final instalment of $35,148. Tranche B relates to Anthea Y and is repayable in 14 instalments of $863 and a final instalment of $35,218. Tranche C relates to Maira XL and is repayable in 14 instalments of $858 and a final instalment of $35,288.
The Senior Facility bears interest at LIBOR plus 3.00% payable quarterly in arrears.
As of March 31, 2020, the outstanding balance on the Senior Facility was $126,206.
Junior Facility
The Junior Facility is comprised of three Tranches. Tranche A relates to Al Khor and is repayable in 14 instalments of $236 and a final instalment of $9,563. Tranche B relates to Anthea Y and is repayable in 14 instalments of $235 and a final instalment of $9,577. Tranche C relates to Maira XL and is repayable in 14 instalments of $233 and a final instalment of $9,604.
The Junior Facility bears interest at LIBOR plus 10.00% payable quarterly in arrears.
As of March 31, 2020, the outstanding balance on the Junior Facility was $34,331.
f)
$54.8 Million Citi Credit Facility
 
On October 26, 2017, and in connection with the 2022 Notes, the Company entered into a new $54,800 loan with Citibank N.A. The loan was drawn down in full on October 31, 2017 and matures no later than October 31, 2020. The interest rate is LIBOR plus a margin of 3.25% and is payable at least quarterly.
 
Amortization, which may be increased as described in note 4(a) above, is payable semi-annually and is a minimum of $20,000 in each of the first and second years with the balance to be repaid in the third year.
 
The collateral provided to the 2022 Notes also secures on a first priority basis the Citi Credit Facility. The Company is required to have a minimum cash balance of $20,000 on each test date, being March 31, June 30, September 30 and December 31 in each year.

As of March 31, 2020, the outstanding balance on this facility was $12,077.
Page 16

Global Ship Lease, Inc.

Notes to the Interim Unaudited Consolidated Financial Statements (continued)

(Expressed in thousands of U.S. dollars except share data)
4.
Long-Term Debt (continued)

g)
$65.0 Million Hayfin Credit Facility
On September 7, 2018, the Company and certain subsidiaries entered into a facility agreement with Hayfin Services LLP (the “Lenders”) which provides for a secured term loan facility of up to $65,000. The Hayfin Credit Facility is to be borrowed in tranches and is to be used in connection with the acquisition of vessels as specified in the Hayfin Credit Facility or as otherwise agreed with the Lenders. Hayfin Credit Facility, which is non-amortizing, is available for drawing until May 10, 2019 and has a final maturity date of July 16, 2022. The interest rate is LIBOR plus a margin of 5.5% and is payable at each quarter end date. A commitment fee of 2.0% per annum was due on the undrawn commitments until May 10, 2019 when the availability period was terminated.
Any debt drawn under the Hayfin Credit Facility will be secured by first priority vessel mortgage on the acquired vessel (the “Facility Mortgaged Vessel”) and by assignments of earnings and insurances, pledges over certain bank accounts, as well as share pledges over each subsidiary owning a Facility Mortgaged Vessel. In addition, the Hayfin Credit Facility is fully and unconditionally guaranteed, jointly and severally, by the Company, GSL Holdings, Inc. and Facility Mortgaged vessel owning subsidiaries. An initial tranche of $8,125 was drawn on September 10, 2018 in connection with the acquisition of the GSL Valerie.
As of March 31, 2020, the outstanding balance of this facility was $7,129.
h)
$59.0 Million Hellenic Bank Credit Facility
On May 23, 2019, the Company via its subsidiaries, Global Ship Lease 30, 31 and 32 entered into a facility agreement with Hellenic Bank for an amount up to $37,000. 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 (see note 3).
An initial tranche of $13,000 was drawn on May 24, 2019, in connection with the acquisition of the GSL Eleni. The Facility is repayable in 20 equal quarterly instalments of $450 each with a final balloon of $4,000 payable together with the final instalment.
A second tranche of $12,000 was drawn on September 4, 2019, in connection with the acquisition of GSL Grania. The Facility is repayable in 20 equal quarterly instalments of $400 each with a final balloon of $4,000 payable together with the final instalment.
The third tranche of $12,000 was drawn on October 3, 2019, in connection with the acquisition of GSL Kalliopi. The Facility is repayable in 20 equal quarterly instalments of $400 each with a final balloon of $4,000 payable together with the final instalment.
On December 10, 2019, the Company via its subsidiaries Global Ship Lease 33, 34 entered into an amended and restated loan agreement with Hellenic Bank for an additional facility of amount $22,000 that is to be borrowed in two tranches and to be used in connection with the acquisition of the vessels GSL Vinia and GSL Christel Elisabeth. Both tranches were drawn on December 10, 2019 and are each repayable in 20 equal quarterly instalments of $375 each with a final balloon of $3,500 payable together with the final instalment.
This facility bears interest at LIBOR plus a margin of 3.90% per annum.
As of March 31, 2020, the outstanding balance of this facility was $55,700.
i)
$9.00 Million Chailease Credit Facility
On February 26, 2020, the Company via its subsidiaries, Athena Marine LLC, Aphrodite Marine LLC and Aris Marine LLC entered into a secured term facility agreement with Chailease International Financial Services Pte., Ltd. for an amount of $9,000. The Chailease Bank Facility is to be used for the refinance of DVB Credit Facility (see note 4j).
The Facility is repayable in 36 consecutive monthly instalments $156 and 24 monthly installments of $86 with a final balloon of $1,314 payable together with the final instalment.
This facility bears interest at LIBOR plus a margin of 4.20% per annum.
As of March 31, 2020, the outstanding balance of this facility was $9,000.

Page 17

Global Ship Lease, Inc.

Notes to the Interim Unaudited Consolidated Financial Statements (continued)

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

4.
Long-Term Debt (continued)

j)
$52.6 Million DVB Credit Facility
In connection with the Poseidon Transaction, the Company assumed debt from the four vessel owning companies of Maira, Nikolas, Newyorker and Mary, on the date of completion of the transaction of $51,063 with DVB Bank SE (“DVB”). The agreement is dated July 18, 2017, with initial drawdown amount of $52,625 and final maturity of December 31, 2020.

As of February 12, 2020, the outstanding balance on this facility amounted to $44,366 was fully refinanced by the Tranche B Syndicated Senior Secured Credit Facility (see note 4c) and the Chailease Credit Facility (see note 4i).

The facility had a repayment schedule along with a cash sweep clause, whereby the excess cash flows will be used against the outstanding balance of the facility and would be specifically applied to the prepayment of the balloon instalment up to a specific amount.
The facility carried interest at LIBOR plus a margin of 2.85% per annum.

k)
$55.7 Million Credit Agricole Credit Facility
In connection with the Poseidon Transaction, the Company assumed debt from the three vessel owning companies of Dolphin II, Kristina and Athena, on the date of completion of the transaction of $54,025 with Credit Agricole Corporate and Investment Bank (“Credit Agricole”). The agreement was dated August 11, 2017, with initial drawdown amount of $55,650 and final maturity of December 31, 2020.
As of September 23, 2019, the outstanding balance on this facility amounted to $50,961 was fully refinanced by the Syndicated Senior Secured Credit Facility (see note 4c).
The facility had a repayment schedule along with a cash sweep clause, whereby the excess cash flows would be used against the outstanding balance of the facility and would be specifically applied to the prepayment of the balloon instalment up to a specific amount.
This facility carried interest at LIBOR plus a margin of 2.75% per annum.
l)
$24.5 Million Blue Ocean Credit Facility
In connection with the Poseidon Transaction, the Company assumed debt from the vessel owning company of Agios Dimitrios on the date of completion of the transaction of $24,231 with Blue Ocean Income Fund LP, Blue Ocean Onshore Fund LP, Blue Ocean Investments SPC One and Blue Ocean Investments SPC Three (together, “Blue Ocean”). The agreement was dated August 11, 2017, with initial drawdown amount of $24,500 and final maturity of December 31, 2020.
As of September 24, 2019, the outstanding balance on this facility amounted to $23,652 was fully refinanced by the Syndicated Senior Secured Credit Facility (see note 4c).
The facility had a following repayment schedule along with a cash sweep clause, whereby the excess cash flows would be used against the outstanding balance on the facility and would be specifically applied to the prepayment of the balloon instalment up to a specific amount.
This facility carried interest on $18,830 of principal at LIBOR plus a margin of 4.00% per annum.

m)
$65.3 Million ABN AMRO Credit Facility
In connection with the Poseidon Transaction, the Company assumed debt from the two vessel owning companies of Orca II and Katherine, on the date of completion of the transaction of $64,254 with ABN AMRO Bank N.V. The agreement was dated August 30, 2017, with initial drawdown amount of $65,300 and final maturity of December 31, 2020.
As of September 24, 2019, the outstanding balance on this facility amounted to $61,595 was fully refinanced by the Syndicated Senior Secured Credit Facility (see note 4c).
The facility had a repayment schedule along with a cash sweep clause, whereby the excess cash flows would be used against the outstanding balance on the facility and would be specifically applied to the prepayment of the balloon instalment up to a specific amount.
This facility carried interest at LIBOR plus a margin of 3.42% per annum up to March 31, 2019 and afterwards 3.50% per annum.
Page 18


Global Ship Lease, Inc.

Notes to the Interim Unaudited Consolidated Financial Statements (continued)

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

4.
Long-Term Debt (continued)

n)
$17.1 Million Amsterdam Trade Bank (“ATB”) Credit Facility

In connection with the Poseidon Transaction, the Company assumed debt from THD Maritime Co. Limited, a holding company of the three vessel owning companies of Tasman, Dimitris Y and Ian H, on the date of completion of the transaction of $17,100 with Amsterdam Trade Bank N.V. The agreement was dated October 9, 2018 with initial drawdown amount of $17,100 divided in three tranches of $5,700 each and final maturity of December 31, 2020.
As of September 27, 2019, the outstanding balance on this facility amounted to $12,600 was fully refinanced by the Syndicated Senior Secured Credit Facility (see note 4c).
The facility had a repayment schedule along with a cash sweep clause, whereby the excess cash flows would be used against the outstanding balance on the facility and would be specifically applied to the prepayment of the balloon instalment up to a specific amount.
This facility carried interest at LIBOR plus a margin of 3.90% per annum.
o)
$80.0 Million Credit Agricole Credit Facility
In connection with the Poseidon Transaction, the Company assumed debt from the three vessel owning companies of Alexandra, Alexis, (previously named UASC Bubiyan) and Olivia I (previously named UASC Yas) on the date of completion of the transaction of $80,000 with Credit Agricole. The agreement was dated October 3, 2018, with initial drawdown amount of $80,000 and final maturity of June 30, 2020. An amendment to the agreement was entered into on April 22, 2019, whereby the final maturity date was amended to April 5, 2021 and the number of quarterly repayments increased from six to 10.
As of September 24, 2019, the outstanding balance on this facility amounted to $75,500 was fully refinanced by the Syndicated Senior Secured Credit Facility (see note 4c).
The Facility was repayable in 10 equal quarterly instalments of $1,500 each with a final balloon of $65,000 payable together with the final instalment.
This facility carried interest at LIBOR plus a margin of 3.00% per annum for the first 6 months, 3.25% for the following 12 months and 3.50% thereafter payable quarterly in arrears.
p)
$38.5 Million Blue Ocean Credit Facility
In connection with the Poseidon Transaction, the Company assumed debt from the three vessel owning companies of Alexandra, UASC Bubiyan and Olivia I (ex. UASC Yas) on the date of completion of the transaction of $38,500 with Blue Ocean. The agreement was dated October 3, 2018, with initial drawdown amount of $38,500 and final maturity of October 3, 2023.
As of September 19, 2019, the outstanding balance on this facility amounted to $38,500 was refinanced by the Blue Ocean Junior Credit Facility (see note 4d).
The Facility was scheduled to be repaid in one instalment at maturity date and bears interest at 10.00% fixed payable quarterly in arrears.
Page 19


Global Ship Lease, Inc.

Notes to the Interim Unaudited Consolidated Financial Statements (continued)

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

4.
Long-Term Debt (continued)

q)
Repayment Schedule
Maturities of long-term debt for the years subsequent to March 31, 2020 are as follows:

Payment due by period ended
 
Amount
March 31, 2021
$
89,874
March 31, 2022
 
82,848
March 31, 2023
 
378,665
March 31, 2024
 
33,835
March 31, 2025 and thereafter
 
280,907
 
$
866,129

r)
Deferred Financing Costs
 
 
March 31,
2020
 
December 31,
2019
Opening balance
$
14,095
 
$
9,299
Expenditures in the period
 
880
   
7,904
Amortization included within interest expense
 
(927)
   
(3,108)
Closing balance
$
14,048
 
$
14,095
In 2020, total costs amounting $492 were incurred in connection with the “At Market Issuance Sales Agreement” of 2024 Notes (see note 4b). In addition, total costs amounting $49 were incurred in connection with the Syndicated Senior Secured Credit Facility (see note 4c), costs amounting $309 in connection with the Chailease Credit Facility (see note 4i) and costs amounting $30 in connection with the two Tranches of Hellenic Bank Credit Facility that were drawn down during the three month ended March 31, 2020 (see note 4h).
In 2019, total costs amounting $4,726 were incurred in connection with the Syndicated Senior Secured Credit Facility (see note 4c) and the Blue Ocean Junior Credit Facility (see note 4d) utilized for the refinance of certain then-existed credit facilities. Further, total costs amounting $2,426 were incurred in connection with the issuance of 2024 Notes (see note 4b). Additionally, total costs amounting to $752 were incurred in connection with the Hellenic Bank Credit Facility (see note 4h).
Deferred financing costs are amortized on an effective interest rate basis over the life of the financings for which they were incurred.

s)
Debt covenants-securities
Amounts drawn under the facilities listed above are secured by first priority mortgages on certain of the Company’s vessels and other collateral. The majority of the credit facilities contain a number of restrictive covenants that limit the Company from, among other things: incurring or guaranteeing indebtedness; charging, pledging or encumbering the vessels; changing the flag, class, management or ownership of the vessel owning entities. The credit facilities also require the vessels to comply with the ISM Code and ISPS Code and to maintain valid safety management certificates and documents of compliance at all times. Additionally, specific credit facilities require compliance with a number of financial covenants including debt ratios and minimum liquidity and corporate guarantor requirements. Among other events, it will be an event of default under the credit facilities if the financial covenants are not complied with.

As of March 31, 2020 and December 31, 2019, the Company was in compliance with its debt covenants.
Page 20


Global Ship Lease, Inc.

Notes to the Interim Unaudited Consolidated Financial Statements (continued)

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

5.
Related Party Transactions
CMA CGM is presented as a related party due to the fact that as of March 31, 2020 and December 31, 2019, it was a significant shareholder of the Company, owning Class A common shares representing 11.20% of voting rights in the Company. Amounts due to and from CMA CGM companies are shown within amounts due to or from related parties in the interim unaudited Consolidated Balance Sheets.
Time Charter Agreements
A number of the Company’s time charter arrangements are with CMA CGM. Under these time charters, hire is payable in advance and the daily rate is fixed for the duration of the charter. As of March 31, 2020, no charter hires were outstanding from the charterer. Revenues generated from charters to CMA CGM is disclosed separately in the interim unaudited Consolidated Statements of Income. The outstanding receivables due from CMA CGM are presented in the interim unaudited Consolidated Balance Sheets under "Due from related parties" totaling $3,217 and $2,968 as of March 31, 2020 and December 31, 2019, respectively.
Ship Management Agreements
Technomar Shipping Inc. (“Technomar”) is presented as a related party, as the Company’s Executive Chairman is a significant shareholder. As of March 31, 2020, the management of the Company’s fleet was performed solely by Technomar. under ship management agreements under which the ship manager is responsible for all day-to-day ship management, including crewing, purchasing stores, lubricating oils and spare parts, paying wages, pensions and insurance for the crew, and organizing other ship operating necessities, including the arrangement and management of dry-docking. During 2019, the ship management of certain vessels was undertaken by other third party companies, including CMA Ships, an affiliate of CMA CGM.
The management fees charged to the Company by Technomar and CMA Ships for the three months ended March 31, 2020 amounted to $3,037 and $nil, respectively (three months ended March 31, 2019: Technomar-$1,610 and CMA Ships-$195) and are shown in vessel operating expenses-related parties in the interim unaudited Consolidated Statements of Income. As of March 31, 2020, any outstanding fees due to Technomar and CMA Ships are presented in the interim unaudited Consolidated Balance Sheets under "Due to related parties" totaling to $nil (December 31, 2019: Technomar:$nil and CMA Ships: $nil). Additionally, as of March 31, 2020, outstanding receivables due from Technomar and CMA Ships are presented under “Due from related parties” totaling to $2,694 and $107, respectively, (December 31, 2019: Technomar: $855 and CMA Ships: $37).
Conchart Commercial Inc. (“Conchart”) provides commercial management services to the Company and is presented as a related party, as the Company’s Executive Chairman is the sole beneficial owner. Under the management agreements, Conchart, is responsible for (i) marketing of the Company’s vessels, (ii) seeking and negotiating employment of the Company’s vessels, (iii) advise the Company on market developments, developments of new rules and regulations, (iv) assisting in calculation of hires, freights, demurrage and/or dispatch monies and collection any sums related to the operation of vessels, (v) communicating with agents, and (vi) negotiating sale and purchase transactions. For the 19 vessels of Poseidon Fleet, the agreements were effective from the date of the completion of the Poseidon Transaction; for the GSL Fleet, the agreements will come into effect when new charters are entered into and applied to eight vessels up to March 31, 2020; for all vessels acquired  during 2019 and 2020, the agreements were effective on acquisition.
The fees charged to the Company by Conchart for the three months ended March 31, 2020 amounted to $610 (three months ended March 31, 2019: $430) and are disclosed within time charter and voyage costs-related parties in the interim unaudited Consolidated Statements of Income.
Any outstanding fees due to Conchart are presented in the interim unaudited Consolidated Balance Sheets under "Due to related parties" totaling to $333 and $109 as of March 31, 2020 and December 31, 2019, respectively.

Page 21


Global Ship Lease, Inc.

Notes to the Interim Unaudited Consolidated Financial Statements (continued)

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


6.
Commitments and Contingencies
Charter Hire Receivable
The Company has entered time charters for its vessels. The charter hire is fixed for the duration of the charter. The minimum contracted future charter hire receivable, net of address commissions, not allowing for any unscheduled off-hire, assuming expiry at earliest possible dates and assuming options callable by the Company included in the charters are not exercised, for the 45 vessels as at March 31, 2020 is as follows:
  
Period ending
 
Amount
March 31, 2021
$
225,217
March 31, 2022
 
165,548
March 31, 2023
 
129,792
March 31, 2024
 
96,676
Thereafter
 
33,037
Total minimum lease revenue, net of address commissions
$
650,270

7.
Share Capital
Common shares
As of March 31, 2020, the Company had one class of common shares.
On October 1, 2019, the Company closed a public offering of 7,613,788 Class A common shares, at an offering price of $7.25 per share, for gross proceeds of $55,200. This included the exercise in full by the underwriter of its option to purchase additional shares. The net proceeds, after underwriting discounts and commissions and expenses, amounted to $50,710 and are to be used for general corporate purposes, including the acquisition of containerships or the prepayment of debt.
On March 25, 2019, the Company effected a one-for-eight reverse stock split of the Company’s issued Class A common shares (see note 1). The reverse stock split ratio and the implementation and timing of the reverse stock split were determined by the Company’s Board of Directors, following approval of shareholders at a Special Meeting on March 20, 2019. The reverse stock split did not change the authorized number of shares or par value of the Company’s common shares. As part of the completion of the Poseidon Transaction, the outstanding shares of Class B common shares converted to Class A common shares on a one-for-one basis on January 2, 2019 and were also retrospectively adjusted for the one-for-eight reverse stock split.
Restricted stock units have been granted periodically to the Directors and management, under the Company’s Equity Incentive Plans, as part of their compensation arrangements (see note 8).
Preferred shares
On December 10, 2019, the Company entered into At Market Issuance Sales Agreement with B. Riley FBR under which the Company may, from time to time, issue depositary shares, each of which represents 1/100th of one share of the Company’s 8.75% Series B Cumulative Redeemable Perpetual Preferred Shares (the “Series B Preferred Shares”). In 2019, the Company issued 428 Series B Preferred Shares for net proceeds of $856. During the first quarter of 2020, the Company issued 1,646 Series B Preferred Shares for net proceeds of $4,003.
On August 20, 2014, the Company issued 1,400,000 Series B Preferred Shares. The net proceeds from the offering were $33,497. Dividends are payable at 8.75% per annum in arrears on a quarterly basis. At any time after August 20, 2019 (or within 180 days after the occurrence of a fundamental change), the Series B Preferred Shares may be redeemed, at the discretion of the Company, in whole or in part, at a redemption price of $2,500.00 per share (equivalent to $25.00 per depositary share).
These shares are classified as Equity in the interim unaudited Consolidated Balance Sheets. The dividends payable on the Series B Preferred Shares are presented as a reduction of Retained Earnings in the interim unaudited Consolidated Statements of Equity, when and if declared by the Board of Directors. An initial dividend was declared on September 22, 2014 for the third quarter 2014. Subsequent dividends have been declared for all quarters.
Page 22


Global Ship Lease, Inc.

Notes to the Interim Unaudited Consolidated Financial Statements (continued)

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

8.            Share-Based Compensation
In July 2019, the Compensation Committee of the Board of Directors approved stock-based awards to four members of senior management under the Company’s 2019 Omnibus Incentive Plan (the “2019 Plan”). A total of 1,359,375 shares of incentive stock may be issued pursuant to the awards, in four tranches. The first tranche is to vest conditioned only on continued service over the three year period which commenced January 1, 2019. Tranches two, three and four will vest when the Company’s stock price exceeds $8.00, $11.00 and $14.00, respectively, over a 60day period. The $8.00 threshold was achieved in January 2020.
On February 4, 2019, the 2019 Plan was adopted, and the 2015 Plan and its predecessor plan from 2008 were terminated.
The 2019 Plan is administered by the Compensation Committee of the Board. The maximum aggregate number of Class A common shares that may be delivered pursuant to awards granted under the 2019 Plan during its 10-year term is 1,812,500. The maximum number of Class A common shares with respect to which awards may be granted to any non-employee director in any one calendar year is 12,500 shares or $100,000.
Share based awards since January 1, 2019, are summarized as follows:
 
 
Restricted Stock Units
 
 
Number of Units
 
 
Management
 
Weighted
Average
Fair Value
on Grant Date
 
Actual
Fair
Value on
Vesting
Date
Unvested as at January 1, 2019
 
 
 
$
 
Granted on January 1, 2019
 
 
1,359,375
 
 
3.79
 
n/a
Unvested as at December 31, 2019
 
 
1,359,375
 
 $
3.79
 
n/a
Unvested as at March 31, 2020
 
 
1,359,375
 
 $
3.79
 
n/a
Using the graded vesting method of expensing the restricted stock unit grants, the weighted average fair value of the stock units is recognized as compensation costs in the interim unaudited Consolidated Statements of Operations over the vesting period. The fair value of the restricted stock units for this purpose is calculated by multiplying the number of stock units by the fair value of the shares at the grant date. The Company has not factored any anticipated forfeiture into these calculations based on the limited number of participants.
For the three months ended March 31, 2020 and 2019, the Company recognized a total of $429 and $429, respectively, in respect of stock based compensation.
Page 23


Global Ship Lease, Inc.

Notes to the Interim Unaudited Consolidated Financial Statements (continued)

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

9.            Earnings per Share
Under the two-class method, net income, if any, is first reduced by the amount of dividends declared in respect of common shares for the current period, if any, and the remaining earnings are allocated to common shares and participating securities to the extent that each security can share the earnings assuming all earnings for the period are distributed. The net income allocated to Class A and Series C shares was based on an as converted basis utilizing the two-class method.
Earnings are only allocated to participating securities in a period of net income if, based on the contractual terms, the relevant common shareholders have an obligation to participate in such earnings. As a result, earnings are only be allocated to the Class A common shareholders and Series C preferred shareholders.
At March 31, 2020, there were 1,359,375 shares of restricted stock units granted and unvested as part of management’s equity incentive plan. At March 31, 2019, only Class A common shares and Series C preferred shares were participating securities.

   
Three months ended
March 31,
   
2020
 
2019
Numerator:
       
Net income attributable to common shareholders
 
              621
 
         9,623
Undistributed income attributable to Series C participating preferred shares
 
(264)
 
(5,447)
Net income available to common shareholders, basic and diluted
 
357
 
4,176
         
Net income available to:
       
Class A, basic and diluted
 
357
 
4,176
         
Denominator:
       
Class A Common shares
       
Basic weighted average number of common shares outstanding
 
17,556,738
 
9,932,664
Plus weighted average number of RSUs with service conditions
 
125,715
 
89,377
Common share and common share equivalents, dilutive
 
17,682,453
 
10,022,041
         
Basic earnings per share:
       
Class A
 
0.02
 
0.42
         
Diluted earnings per share:
       
Class A
 
0.02
 
0.42
         
Series C Preferred Shares-basic and diluted earnings per share:
       
Undistributed income attributable to Series C participating preferred shares
 
264
 
5,447
Basic weighted average number of Series C Preferred shares outstanding, as converted
 
12,955,187
 
12,955,187
Plus weighted average number of RSUs with service conditions
 
92,766
 
116,575
Dilutive weighted average number of Series C Preferred shares outstanding, as converted
 
13,047,953
 
13,071,762
Basic earnings per share
 
0.02
 
0.42
Diluted earnings per share
 
0.02
 
0.42
         



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