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Published: 2022-05-09 16:57:07 ET
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EX-99.2 3 d9502203_ex99-2.htm

Exhibit 99.2









GLOBAL SHIP LEASE, INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

PERIOD ENDED MARCH 31, 2022




GLOBAL SHIP LEASE, INC.
 
 
 
 
 
 
Index
  

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


Global Ship Lease, Inc.

Interim Unaudited Condensed Consolidated Balance Sheets

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

             
As of
  
   
Note
    
March 31,
2022
    
December 31,
2021
  
ASSETS
                  
CURRENT ASSETS
                  
Cash and cash equivalents
        
$
88,485
    
$
67,280
  
Time deposits
          
7,900
      
7,900
  
Restricted cash
          
21,325
      
24,894
  
Accounts receivable, net
          
3,000
      
3,220
  
Inventories
          
10,985
      
11,410
  
Prepaid expenses and other current assets
          
23,082
      
25,224
  
Derivative assets
    
5
      
9,364
      
533
  
Due from related parties
    
7
      
4,394
      
2,897
  
Total current assets
          
$
168,535
    
$
143,358
  
NON - CURRENT ASSETS
                        
Vessels in operation
    
3
    
$
1,669,771
    
$
1,682,816
  
Advances for vessels acquisitions and other additions
    
3
      
6,712
      
6,139
  
Deferred charges, net
            
44,174
      
37,629
  
Other non-current assets
    
2g
   
18,207
      
14,010
  
Derivative assets, net of current portion
    
5
      
35,079
      
6,694
  
Restricted cash, net of current portion
            
104,657
      
103,468
  
Total non - current assets
            
1,878,600
      
1,850,756
  
TOTAL ASSETS
          
$
2,047,135
    
$
1,994,114
  
LIABILITIES AND SHAREHOLDERS' EQUITY
                        
CURRENT LIABILITIES
                        
Accounts payable
          
$
12,928
    
$
13,159
  
Accrued liabilities
            
28,130
      
32,249
  
Current portion of long - term debt
    
6
      
210,767
      
190,316
  
Current portion of deferred revenue
            
7,249
      
8,496
  
Due to related parties
    
7
      
912
      
543
  
Total current liabilities
            
259,986
      
244,763
  
LONG - TERM LIABILITIES
                        
Long - term debt, net of current portion and deferred financing costs
    
6
    
$
851,780
    
$
880,134
  
Intangible liabilities - charter agreements
    
4
      
42,521
      
55,376
  
Deferred revenue, net of current portion
            
101,033
      
101,288
  
Total non - current liabilities
            
995,334
      
1,036,798
  
Total liabilities
          
$
1,255,320
    
$
1,281,561
  
Commitments and Contingencies
    
8
      
—
      
—
  
SHAREHOLDERS' EQUITY
                        
Class A common shares – authorized 214,000,000 shares with a $0.01 par value 36,911,392 shares issued and outstanding (2021 – 36,464,109 shares)
    
9
    
$
369
    
$
365
  
Series B Preferred Shares – authorized 44,000 shares with a $0.01 par value 43,592 shares issued and outstanding (2021 – 43,592 shares)
    
9
      
—
      
—
  
Additional paid in capital
            
699,513
      
698,463
  
Retained Earnings
            
74,423
      
13,498
  
Accumulated other comprehensive income
            
17,510
      
227
  
Total shareholders' equity
            
791,815
      
712,553
  
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
          
$
2,047,135
    
$
1,994,114
  







See accompanying notes to interim unaudited condensed consolidated financial statements
F-1
Global Ship Lease, Inc.

Interim Unaudited Condensed Consolidated Statements of Income

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








         
Three months ended
March 31,
  
   
Note
    
2022
    
2021
  
OPERATING REVENUES
                  
Time charter revenues (include related party revenues of $39,663 and $32,195 for each of the periods ended March 31, 2022 and 2021, respectively)
          
140,776
      
72,478
  
Amortization of intangible liabilities-charter agreements (includes related party amortization of intangible liabilities-charter agreements of $3,291 and $502 for each of the periods ended March 31, 2022 and 2021, respectively)
    
4
      
12,855
      
502
  
Total Operating Revenues
            
153,631
      
72,980
  
                         
OPERATING EXPENSES
                        
Vessel operating expenses (include related party vessel operating expenses of $4,379 and $3,290 for each of the periods ended March 31, 2022 and 2021, respectively)
    
7
      
39,444
      
24,286
  
Time charter and voyage expenses (include related party time charter and voyage expenses of $1,477 and $689 for each of the periods ended March 31, 2022 and 2021, respectively)
    
7
      
4,357
      
1,765
  
Depreciation and amortization
    
3
      
19,852
      
12,383
  
General and administrative expenses
            
3,862
      
4,274
  
Operating Income
            
86,116
      
30,272
  
                         
NON-OPERATING INCOME/(EXPENSES)
                        
Interest income
            
250
      
243
  
Interest and other finance expenses (include $nil and $5,764 Notes premium for each of the periods ended March 31, 2022 and 2021, respectively)
            
(18,735
)
    
(25,256
)
Other income, net
            
371
      
384
  
Fair value adjustment on derivative asset
    
5
    
$
4,564
      
—
  
Total non-operating expenses
            
(13,550
)
    
(24,629
)
Income before income taxes
            
72,566
      
5,643
  
Income taxes
            
—
      
—
  
Net Income
            
72,566
      
5,643
  
Earnings allocated to Series B Preferred Shares
    
9
      
(2,384
)
    
(1,484
)
Net Income available to Common Shareholders
          
$
70,182
    
$
4,159
  
Earnings per Share
                        
                         
Weighted average number of Class A common shares outstanding
                        
Basic
    
11
      
36,401,764
      
31,965,287
  
Diluted
    
11
      
36,591,514
      
32,019,281
  
                         
Net Earnings per Class A common share
                        
Basic
    
11
    
$
1.93
    
$
0.13
  
Diluted
    
11
    
$
1.92
    
$
0.13
  






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








Global Ship Lease, Inc.

Interim Unaudited Condensed Consolidated Statements of Comprehensive Income

(Expressed in thousands of U.S. dollars)


         
Three months ended
March 31,
  
   
Note
    
2022
    
2021
  
Net Income available to Common Shareholders
          
70,182
      
4,159
  
Other comprehensive income:
                      
Cash Flow Hedge:
                      
Unrealized gain on derivative assets
    
5
      
17,282
      
—
  
Amount realized and reclassified to earnings
            
1
      
—
  
Total Other Comprehensive Income
            
17,283
      
—
  
Total Comprehensive Income
            
87,465
      
4,159
  





See accompanying notes to interim unaudited condensed consolidated financial statements



F-3


Global Ship Lease, Inc.

Interim Unaudited Condensed Consolidated Statements of Cash Flows

(Expressed in thousands of U.S. dollars)



         
Three months ended
March 31,
  
   
Note
    
2022
    
2021
  
Cash flows from operating activities:
                  
Net Income
          
72,566
      
5,643
  
Adjustments to reconcile net income to net cash provided by operating activities:
                      
Depreciation and amortization
    
3
      
19,852
      
12,383
  
Amortization of derivative assets’ premium
            
1
      
—
  
Amortization of deferred financing costs
    
6
      
1,579
      
4,406
  
Amortization of original issue (premium)/discount on repurchase of notes
            
(120
)
    
7,044
  
Amortization of intangible liabilities - charter agreements
    
4
      
(12,855
)
    
(502
)
Fair value adjustment on derivative asset
    
5
      
(4,564
)
    
—
  
Share based compensation
    
10
      
1,054
      
1,704
  
Changes in operating assets and liabilities:
                        
Increase in accounts receivable and other assets
            
(1,835
)
    
(3,865
)
Decrease in inventories
            
425
      
337
  
Increase in derivative assets
    
5
      
(15,370
)
    
—
  
Decrease in accounts payable and other liabilities
            
(5,854
)
    
(6,066
)
Increase in related parties' balances, net
    
7
      
(1,128
)
    
(1,235
)
(Decrease)/increase in deferred revenue
            
(1,502
)
    
48
  
Unrealized foreign exchange loss
            
3
      
—
  
Net cash provided by operating activities
          
$
52,252
    
$
19,897
  
Cash flows from investing activities:
                        
Cash paid for vessel expenditures
            
(1,987
)
    
(1,905
)
Advances for vessels acquisitions and other additions
            
(1,122
)
    
(248
)
Cash paid for drydockings
            
(9,315
)
    
(1,587
)
Net cash used in investing activities
          
$
(12,424
)
  
$
(3,740
)
Cash flows from financing activities:
                        
Proceeds from issuance of 2024 Notes
    
6
      
—
      
15,096
  
Repurchase of 2022 Notes, including premium
    
6
      
—
      
(239,183
)
Proceeds from drawdown of credit facilities and sale and leaseback
    
6
      
60,000
      
236,200
  
Repayment of credit facilities and sale and leaseback
    
6
      
(40,911
)
    
(30,817
)
Repayment of refinanced debt
    
6
      
(26,205
)
    
—
  
Deferred financing costs paid
            
(2,246
)
    
(4,236
)
Net proceeds from offering of Class A common shares, net of offering costs
    
9
      
—
      
67,984
  
Proceeds from offering of Series B preferred shares, net of offering costs
    
9
      
—
      
10,696
  
Class A common shares - dividend paid
    
9
      
(9,257
)
    
—
  
Series B Preferred Shares - dividend paid
    
9
      
(2,384
)
    
(1,484
)
Net cash (used in)/provided by financing activities
          
$
(21,003
)
  
$
54,256
  
Net increase in cash and cash equivalents and restricted cash
            
18,825
      
70,413
  
Cash and cash equivalents and restricted cash at beginning of the period
            
195,642
      
92,262
  
Cash and cash equivalents and restricted cash at end of the period
          
$
214,467
    
$
162,675
  
                         
Supplementary Cash Flow Information:
                        
Cash paid for interest
          
$
12,589
    
$
14,469
  
Non-cash investing activities:
                        
Unpaid drydocking expenses
            
5,903
      
949
  
Unpaid vessel expenditures
            
8,201
      
2,461
  
Unpaid advances for vessels' acquisitions and other additions
            
890
      
—
  
Non-cash financing activities:
                        
Unpaid offering costs
            
—
      
226
  
Unrealized gain on derivative assets
            
17,282
      
—
  


See accompanying notes to interim unaudited condensed consolidated financial statements
F-4
Global Ship Lease, Inc.

Interim Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity

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




   
Number of Common Shares at par value $0.01
    
Number of Series B Preferred Shares at par value $0.01
    
Number of Series C Preferred Shares at par value $0.01
    
Common Shares
    
Series B Preferred Shares
    
Series C Preferred Shares
    
Additional paid-in capital
    
(Accumulated Deficit)/Retained Earnings
    
Accumulated Other Comprehensive Income
    
Total Shareholders' Equity
  
Balance
at December 31, 2020
    
17,741,008
      
22,822
      
250,000
    
$
177
    
$
—
    
$
3
    
$
586,355
    
$
(121,794
)
  
$
—
    
$
464,741
  
Issuance of Restricted Stock Units (Note 10)
    
45,313
      
—
      
—
      
—
      
—
      
—
      
1,704
      
—
      
—
      
1,704
  
Issuance of Class A common shares, net of offering costs
    
5,541,959
      
—
      
—
      
55
      
—
      
—
      
67,703
      
—
      
—
      
67,758
  
Conversion of Series C Preferred shares to Class A common shares (Note 9)
    
12,955,188
      
—
      
(250,000
)
    
130
      
—
      
(3
)
    
(127
)
    
—
      
—
      
—
  
Net Income for the period
    
—
      
—
      
—
      
—
      
—
      
—
      
—
      
5,643
      
—
      
5,643
  
Series B Preferred Shares dividend (Note 9)
    
—
      
—
      
—
      
—
      
—
      
—
      
—
      
(1,484
)
    
—
      
(1,484
)
Issuance of Series B Preferred shares, net of offering costs
    
—
      
4,356
      
—
      
—
      
—
      
—
      
10,696
      
—
      
—
      
10,696
  
Balance
at March 31, 2021
    
36,283,468
      
27,178
      
—
    
$
362
    
$
—
    
$
—
    
$
666,331
    
$
(117,635
)
  
$
—
    
$
549,058
  
                                                                                 
Balance
at December 31, 2021
    
36,464,109
      
43,592
      
—
    
$
365
    
$
—
    
$
—
    
$
698,463
    
$
13,498
    
$
227
    
$
712,553
  
                                                                                 
Issuance of Restricted Stock Units (Note 10)
    
447,283
      
—
      
—
      
4
      
—
      
—
      
1,050
      
—
      
—
      
1,054
  
Other comprehensive income
    
—
      
—
      
—
      
—
      
—
      
—
      
—
      
—
      
17,283
      
17,283
  
Net Income for the period
    
—
      
—
      
—
      
—
      
—
      
—
      
—
      
72,566
      
—
      
72,566
  
Series B Preferred Shares dividend (Note 9)
    
—
      
—
      
—
      
—
      
—
      
—
      
—
      
(2,384
)
    
—
      
(2,384
)
Class A common shares dividend (Note 9)
    
—
      
—
      
—
      
—
      
—
      
—
      
—
      
(9,257
)
    
—
      
(9,257
)
Balance
at March 31, 2022
    
36,911,392
      
43,592
      
—
    
$
369
    
$
—
    
$
—
    
$
699,513
    
$
74,423
    
$
17,510
    
$
791,815
  






See accompanying notes to interim unaudited condensed consolidated financial statements
F-5
Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

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

1.
Description of Business
On August 14, 2008, Global Ship Lease, Inc. (the “Company”) merged indirectly with Marathon Acquisition Corp., a company then listed on The American Stock Exchange, and with the pre-existing Global Ship Lease, Inc. GSL Holdings, Inc. was the surviving entity (the “Marathon Merger”), changed its name to Global Ship Lease, Inc. and became listed on The New York Stock Exchange (the “NYSE”).
On November 15, 2018, the Company completed a transformative transaction and acquired Poseidon Containers’ 20 containerships, one of which, the Argos, was contracted to be sold, which sale was completed in December 2018, (the “Poseidon Transaction”).
The Company’s business is to own and charter out containerships to leading liner companies. On June 30, 2021, the Company sold La Tour, a 2001 built 2,272 TEU containership. As of March 31, 2022, the Company owned 65 vessels with average age weighted by TEU capacity of 15.1 years.
The following table provides information about the 65 vessels owned as at March 31, 2022.

Company Name (1)
Country of Incorporation
Vessel Name
Capacity in TEUs (2)
Year Built
Earliest Charter Expiry Date
Global Ship Lease 54 LLC
Liberia
CMA CGM Thalassa
11,040
2008
4Q25
Laertis Marine LLC
Marshall Islands
UASC Al Khor
9,115
2015
2Q27
Penelope Marine LLC
Marshall Islands
Maira XL
9,115
2015
3Q27
Telemachus Marine LLC (3)
Marshall Islands
Anthea Y
9,115
2015
3Q23
Global Ship Lease 53 LLC
Liberia
MSC Tianjin
8,603
2005
2Q24
Global Ship Lease 52 LLC
Liberia
MSC Qingdao
8,603
2004
2Q24
Global Ship Lease 43 LLC
Liberia
GSL Ningbo
8,603
2004
1Q23
Global Ship Lease 30 Limited
Marshall Islands
GSL Eleni
7,847
2004
3Q24(4)
Global Ship Lease 31 Limited
Marshall Islands
GSL Kalliopi
7,847
2004
4Q22(4)
Global Ship Lease 32 Limited
Marshall Islands
GSL Grania
7,847
2004
3Q22(4)
Alexander Marine LLC
Marshall Islands
Mary
6,927
2013
3Q23
Hector Marine LLC
Marshall Islands
Kristina
6,927
2013
2Q24
Ikaros Marine LLC
Marshall Islands
Katherine
6,927
2013
1Q24
Philippos Marine LLC
Marshall Islands
Alexandra
6,927
2013
1Q24
Aristoteles Marine LLC
Marshall Islands
Alexis
6,882
2015
1Q24
Menelaos Marine LLC
Marshall Islands
Olivia I
6,882
2015
1Q24
Global Ship Lease 35 LLC
Liberia
GSL Nicoletta
6,840
2002
3Q24
Global Ship Lease 36 LLC
Liberia
GSL Christen
6,840
2002
3Q23
Global Ship Lease 48 LLC
Liberia
CMA CGM Berlioz
6,621
2001
4Q25
Leonidas Marine LLC
Marshall Islands
Agios Dimitrios
6,572
2011
4Q23
Global Ship Lease 33 LLC
Liberia
GSL Vinia
6,080
2004
3Q24
Global Ship Lease 34 LLC
Liberia
GSL Christel Elisabeth
6,080
2004
2Q24
GSL Arcadia LLC
Liberia
GSL Arcadia
6,008
2000
2Q24(5)
GSL Melita LLC
Liberia
GSL Melita
6,008
2001
3Q24(5)
GSL Maria LLC
Liberia
GSL Maria
6,008
2001
4Q24(5)
GSL Violetta LLC (3)
Liberia
GSL Violetta
6,008
2000
4Q24(5)
GSL Tegea LLC
Liberia
GSL Tegea
5,992
2001
3Q24(5)
GSL Dorothea LLC
Liberia
GSL Dorothea
5,992
2001
3Q24(5)
GSL MYNY LLC
Liberia
GSL MYNY
6,008
2000
3Q24(5)
Tasman Marine LLC
Marshall Islands
Tasman
5,936
2000
2Q22(6)
Hudson Marine LLC
Marshall Islands
Zim Europe
5,936
2000
1Q24(7)
Drake Marine LLC
Marshall Islands
Ian H
5,936
2000
2Q24(7)

F-6



Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

1.
Description of Business (continued)

Company Name (1)
Country of Incorporation
Vessel Name
Capacity in TEUs  (2)
Year Built
Earliest Charter Expiry Date
Global Ship Lease 68 LLC (3)
Liberia
GSL Kithira
5,470
2009
4Q24(8)
Global Ship Lease 69 LLC (3)
Liberia
GSL Tripoli
5,470
2009
4Q24(8)
Global Ship Lease 70 LLC (3)
Liberia
GSL Syros
5,470
2010
4Q24(8)
Global Ship Lease 71 LLC (3)
Liberia
GSL Tinos
5,470
2010
4Q24(8)
Hephaestus Marine LLC
Marshall Islands
Dolphin II
5,095
2007
1Q25
Zeus One Marine LLC
Marshall Islands
Orca I
5,095
2006
2Q24(9)
Global Ship Lease 47 LLC
Liberia
GSL Château d’If
5,089
2007
4Q26
GSL Alcazar Inc.
Marshall Islands
CMA CGM Alcazar
5,089
2007
3Q26
Global Ship Lease 55 LLC
Liberia
GSL Susan
4,363
2008
3Q22
Global Ship Lease 50 LLC
Liberia
CMA CGM Jamaica
4,298
2006
3Q22
Global Ship Lease 49 LLC
Liberia
CMA CGM Sambhar
4,045
2006
3Q22
Global Ship Lease 51 LLC
Liberia
CMA CGM America
4,045
2006
3Q22
Global Ship Lease 57 LLC
Liberia
GSL Rossi
3,421
2012
1Q26
Global Ship Lease 58 LLC
Liberia
GSL Alice
3,421
2014
1Q23
Global Ship Lease 59 LLC
Liberia
GSL Melina
3,404
2013
2Q23
Global Ship Lease 60 LLC
Liberia
GSL Eleftheria
3,404
2013
3Q25
Global Ship Lease 61 LLC
Liberia
GSL Mercer
2,824
2007
4Q24
Global Ship Lease 62 LLC
Liberia
Matson Molokai
2,824
2007
2Q25
Global Ship Lease 63 LLC
Liberia
GSL Lalo
2,824
2006
4Q22
Global Ship Lease 42 LLC
Liberia
GSL Valerie
2,824
2005
2Q25
Pericles Marine LLC
Marshall Islands
Athena
2,762
2003
2Q24
Global Ship Lease 64 LLC
Liberia
GSL Elizabeth
2,741
2006
3Q22
Global Ship Lease 65 LLC
Liberia
tbr GSL Chloe (10)
2,546
2012
4Q24
Global Ship Lease 66 LLC
Liberia
GSL Maren
2,546
2014
4Q22
Aris Marine LLC
Marshall Islands
Maira
2,506
2000
1Q23
Aphrodite Marine LLC
Marshall Islands
Nikolas
2,506
2000
1Q23
Athena Marine LLC
Marshall Islands
Newyorker
2,506
2001
1Q24
Global Ship Lease 38 LLC
Liberia
Manet
2,272
2001
4Q24
Global Ship Lease 40 LLC
Liberia
Keta
2,207
2003
1Q25
Global Ship Lease 41 LLC
Liberia
Julie
2,207
2002
1Q23
Global Ship Lease 45 LLC
Liberia
Kumasi
2,207
2002
1Q25
Global Ship Lease 44 LLC
Liberia
Akiketa (ex Marie Delmas)(11)
2,207
2002
4Q24
Global Ship Lease 67 LLC
Liberia
GSL Amstel
1,118
2008
3Q23


(1)
All subsidiaries are 100% owned, either directly or indirectly;
(2)
Twenty-foot Equivalent Units;
(3)
Currently, under a sale and leaseback transaction (see note 2g);
(4)
GSL Eleni delivered 2Q2019 and is chartered for five years; GSL Kalliopi (delivered 4Q2019) and GSL Grania (delivered 3Q2019) are chartered for three years plus two successive periods of one year at the option of the charterer;
(5)
GSL Arcadia, GSL Melita, GSL Maria, GSL Violetta, GSL Tegea, GSL Dorothea, GSL MYNY. Thereafter, the charterer has the option to extend each charter for a further 12 months, after which they have the option to extend each charter for a second time – for a period concluding immediately prior to each respective vessel’s 25th year drydocking and special survey;
(6)
Tasman. Thereafter, the charterer has the option to charter the vessel for a further 12 months;
(7)
Ian H & Zim Europe. A package agreement with the charterer, for direct charter extensions on two 5,900 TEU ships: Ian H from May 2021 and Zim Europe (formerly Dimitris Y) from May 2022. On April 9, 2021, Dimiris Y was renamed Zim Europe;
(8)
GSL Kithira, GSL Tripoli, GSL Syros, GSL Tinos. Thereafter, the charterer has the option to extend each charter by three years;
(9)
Orca I. Thereafter, the charterer has the option to extend the charter the vessel for a further 12-14 months;
(10)
“tbr” means “to be renamed”;
(11)
On January 5, 2022, Marie Delmas was renamed Akiteta.


F-7


Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

1.
Description of Business (continued)

In February 2021, the Company contracted to purchase seven ships of approximately 6,000 TEU each (the “Seven Vessels”) for an aggregate purchase price of $116,000. At the time of the transaction, the Company had agreed charters for all seven ships to Maersk Line for a minimum firm period of 36 months each, followed by two one-year extensions at charterer’s option; for two vessels these new charters commenced in the fourth quarter 2021, upon completion of pre-existing short charters. Six vessels were delivered in May 2021 and the seventh vessel in July 2021.

In June 2021, the Company contracted to purchase 12 containerships from Borealis Finance LLC (the “Twelve Vessels”) for an aggregate purchase price of $233,890. At the time of the transaction, the ships were all on charter with leading liner operators, with remaining charter durations of three to 25 months. The Twelve Vessels were delivered in July 2021.

In June 2021, the Company contracted to purchase four 5,470 TEU Panamax containerships (the “Four Vessels”) for an aggregate purchase price of $148,000. On delivery, the ships were chartered to Maersk Line operator for a firm period of three years, followed by a three-year extension at charterer’s option. Three vessels were delivered in September 2021 and the fourth vessel in October 2021.

With these additions and following the sale of La Tour on June 30, 2021, the Company’s fleet comprises 65 containerships.

2.
Summary of Significant Accounting Policies and Disclosures

(a)
Basis of Presentation
The accompanying financial information is unaudited and reflects all adjustments, consisting solely of normal recurring adjustments, which, in the opinion of management, are necessary for a fair statement of financial position and results of operations for the periods presented. The financial information does not include all disclosures required under United States Generally Accepted Accounting Principles (“US GAAP”) for annual financial statements. These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements as of December 31, 2021 filed with the Securities and Exchange Commission on March 24, 2022 in the Company’s Annual Report on Form 20-F.
Adoption of new accounting standards
In March 2020, the FASB issued ASU 2020-4, “Reference Rate Reform (Topic 848)” (“ASU 2020-4”), which provides optional guidance intended to ease the potential burden in accounting for the expected discontinuation of LIBOR as a reference rate in the financial markets. The guidance can be applied to modifications made to certain contracts to replace LIBOR with a new reference rate. The guidance, if elected, will permit entities to treat such modifications as the continuation of the original contract, without any required accounting reassessments or remeasurements. The ASU 2020-4 was effective for the Company beginning on March 12, 2020 and the Company will apply the amendments prospectively through December 31, 2022. There was no impact to the Company’s interim unaudited condensed consolidated financial statements for the three months ended March 31, 2022 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.
COVID-19 Pandemic
On March 11, 2020, the World Health Organization declared the novel coronavirus (“COVID-19”) outbreak a pandemic. Since the beginning of calendar year 2020, the outbreak of COVID-19 pandemic has resulted in the implementation of numerous actions taken by governments and governmental agencies in an attempt to mitigate the spread of the virus, including, among others, business closures, quarantines, travel restrictions, and physical distancing requirements. These actions have caused substantial disruptions in the global economy and the shipping industry, as well as significant volatility in the financial markets, the severity and duration of which remains uncertain.

While the Company cannot predict the long-term economic impact of the COVID-19 pandemic, it will continue to actively monitor the situation and may take further actions altering the Company’s business operations that it determines are in the best interests of its employees, customers, partners, suppliers, and stakeholders, or as required by authorities in the jurisdictions where the Company operates. As a result, many of the Company’s estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. The ultimate effects that any such alterations or modifications may have on the Company’s business are not clear, including any potential negative effects on its business operations and financial results.

F-8



Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

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


(b)
Principles of Consolidation

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

(c)
Use of estimates

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

(d)
Vessels in operation
Vessels are generally recorded at their historical cost, which consists of the acquisition price and any material expenses incurred upon acquisition, adjusted for the fair value of intangible assets or liabilities associated with above or below market charters attached to the vessels at acquisition. See Intangible Assets and Liabilities at note 2(e) below. Vessels acquired in a corporate transaction accounted for as an asset acquisition are stated at the acquisition price, which consists of consideration paid, plus transaction costs, considering pro rata allocation based on vessels fair value at the acquisition date. Vessels acquired in a corporate transaction accounted for as a business combination are recorded at fair value. Vessels acquired as part of the Marathon Merger in 2008 were accounted for under ASC 805, which required that the vessels be recorded at fair value, less the negative goodwill arising as a result of the accounting for the merger.
Subsequent expenditures for major improvements and upgrades are capitalized, provided they appreciably extend the life, increase the earnings capacity or improve the efficiency or safety of the vessels.
Borrowing costs incurred during the construction of vessels or as part of the prefinancing of the acquisition of vessels are capitalized. There was no capitalized interest for the three months ended March 31, 2022 and for the year ended December 31, 2021.
Vessels are stated less accumulated depreciation and impairment, if applicable. Vessels are depreciated to their estimated residual value using the straight-line method over their estimated useful lives which are reviewed on an ongoing basis to ensure they reflect current technology, service potential and vessel structure. The useful lives are estimated to be 30 years from original delivery by the shipyard.
Management estimates the residual values of the Company’s container vessels based on a scrap value cost of steel times the weight of the vessel noted in lightweight tons (LWT). Residual values are periodically reviewed and revised to recognize changes in conditions, new regulations or other reasons. Revision of residual values affect the depreciable amount of the vessels and affects depreciation expense in the period of the revision and future periods. Management estimated the residual values of its vessels based on scrap rate of $400 per LWT.
For any vessel group which is impaired, the impairment charge is recorded against the cost of the vessel and the accumulated depreciation as at the date of impairment is removed from the accounts. 
The cost and related accumulated depreciation of assets retired or sold are removed from the accounts at the time of sale or retirement and any gain or loss is included in the interim unaudited condensed Consolidated Statements of Income.

F-9


Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

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

(e)
Intangible assets and liabilities – charter agreements

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

(f)
Impairment of Long-lived assets

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

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

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

During the three months ended March 31, 2022 and 2021, the Company evaluated the impact of current economic situation on the recoverability of all its other vessel groups and has determined that there were no events or changes in circumstances which indicated that their carrying amounts may not be recoverable. Accordingly, there was no triggering event and no impairment test was performed for the three months ended March 31, 2022 and 2021.


F-10


Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

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

(g)
Revenue recognition and related expense
The Company charters out its vessels on time charters which involves placing a vessel at a charterer’s disposal for a specified period of time during which the charterer uses the vessel in return for the payment of a specified daily hire rate. Such charters are accounted for as operating leases and therefore revenue is recognized on a straight-line basis as the average revenues over the rental periods of such charter agreements, as service is performed. Cash received in excess of earned revenue is recorded as deferred revenue. If a time charter contains one or more consecutive option periods, then subject to the options being exercisable solely by the Company, the time charter revenue will be recognized on a straight-line basis over the total remaining life of the time charter, including any options which are more likely than not to be exercised. If a time charter is modified, including the agreement of a direct continuation at a different rate, the time charter revenue will be recognized on a straight-line basis over the total remaining life of the time charter from the date of modification.  Any difference between the charter rate invoiced and the time charter revenue recognized is classified as, or released from, deferred revenue. As of March 31, 2022 and December 31, 2021, current and non-current portion from straight line, amounting to $2,791 and $2,866, respectively and $18,207 and $14,010, respectively, are presented in the interim unaudited condensed Consolidated Balance Sheets in the line item “Prepaid expenses and other current assets” and “Other non-current assets”, respectively.
Revenues are recorded net of address commissions, which represent a discount provided directly to the charterer based on a fixed percentage of the agreed upon charter rate. Charter revenue received in advance which relates to the period after a balance sheet date is recorded as deferred revenue within current liabilities until the respective charter services are rendered. 
Under time charter arrangements the Company, as owner, is responsible for all the operating expenses of the vessels, such as crew costs, insurance, repairs and maintenance, and such costs are expensed as incurred and are included in vessel operating expenses.
Commission paid to brokers to facilitate the agreement of a new charter are included in time charter and voyage expenses as are certain expenses related to a voyage, such as the costs of bunker fuel consumed when a vessel is off-hire or idle.
Leases: In cases of lease agreements where the Company acts as the lessee, the Company recognizes an operating lease asset and a corresponding lease liability on the interim unaudited condensed Consolidated Balance Sheets. Following initial recognition and with regards to subsequent measurement the Company remeasures lease liability and right of use asset at each reporting date.
Leases where the Company acts as the lessor are classified as either operating or sales-type / direct financing leases.
In cases of lease agreements where the Company acts as the lessor under an operating lease, the Company keeps the underlying asset on the interim unaudited condensed Consolidated Balance Sheets and continues to depreciate the assets over its useful life. In cases of lease agreements where the Company acts as the lessor under a sales-type / direct financing lease, the Company derecognizes the underlying asset and records a net investment in the lease. The Company acts as a lessor under operating leases in connection with all of its charter out – bareboat-out arrangements.

In cases of sale and leaseback transactions, if the transfer of the asset to the lessor does not qualify as a sale, then the transaction constitutes a failed sale and leaseback and is accounted for as a financial liability. For a sale to have occurred, the control of the asset would need to be transferred to the lessor, and the lessor would need to obtain substantially all the benefits from the use of the asset. During 2021, the Company entered into six agreements which qualify as failed sale and leaseback transactions as the Company is required to repurchase the vessels at the end of the lease term and the Company has accounted for the six agreements as financing transactions.

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

F-11

Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

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

(h)
Fair Value Measurement and Financial Instruments
Financial instruments carried on the interim unaudited condensed Consolidated Balance Sheets include cash and cash equivalents, time deposits, 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.

In December 2021, the Company purchased interest rate caps with an aggregate notional amount of $484.1 million, which amortizes over time as the Company’s outstanding debt balances decline. In February 2022, the Company further hedged its exposure by putting in place two USD one-month LIBOR interest rate caps of 0.75% through fourth quarter 2026, on $507.9 million of its floating rate debt. The second interest rate cap was not designated as a cash flow hedge and therefore the positive fair value adjustment of $4,564 as at March 31, 2022 was recorded though interim unaudited condensed Consolidated Statements of Income. ASC 815-20-25-13a stipulates that an entity may designate either all or certain future interest payments on variable-rate debt as the hedged exposure in a cash flow hedge relationship. The Company is designating certain future interest payments on its outstanding variable-rate debt as the hedged item in this relationship. Under ASC 815-20-25-106e, “for cash flow hedges of the interest payments on only a portion of the principal amount of the interest-bearing asset or liability, the notional amount of the interest rate cap designated as the hedging instrument matches the principal amount of the portion of the asset or liability on which the hedged interest payments are based.” In this case, the Company has designated only a portion of its outstanding debt (initially, $253.9 million) as the hedged item, and any interest payments beyond the notional amount of the interest rate cap in any given period are not designated as being hedged.

The objective of the hedges is to reduce the variability of cash flows associated with the interest rates relating to the Company’s variable rate borrowings. When derivatives are used, the Company is exposed to credit loss in the event of non-performance by the counterparties; however, non-performance is not anticipated. ASC 815, Derivatives and Hedging, requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the balance sheet. The fair values of the interest rate derivatives are based on quoted market prices for similar instruments from commercial banks (based on significant observable inputs - Level 2 inputs). As of March 31, 2022 and December 31, 2021, the Company recorded a derivative asset of $44,443 and $7,227, respectively.

Financial Risk Management: The Company activities expose it to a variety of financial risks including fluctuations in, time charter rates, credit and interest rates risk. Risk management is carried out under policies approved by executive management. Guidelines are established for overall risk management, as well as specific areas of operations.
Credit risk: The Company closely monitors its credit exposure to customers and 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 7). 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, cash and cash equivalents and time deposits. The Company does not believe its exposure to credit risk is likely to have a material adverse effect on its financial position, results of operations or cash flows.

F-12


Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

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

(h)
Fair Value Measurement and Financial Instruments (continued)
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.
(i)
Derivative instruments

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

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

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

In February 2022, the Company further purchased two interest rate caps with an aggregate notional amount of $507.9 million. The first interest rate cap of $253.9 million which has been designated as a cash flow hedge, has the same accounting treatment as described above for the December 2021 hedging. The second interest rate cap was not designated as a cash flow hedge and therefore the positive fair value adjustment of $4,564 as at March 31, 2022 was recorded though interim unaudited condensed Consolidated Statements of Income. ASC 815-20-25-13a stipulates that an entity may designate either all or certain future interest payments on variable-rate debt as the hedged exposure in a cash flow hedge relationship. In this case, the Company has designated only a portion of its outstanding debt (initially, $253.9 million) as the hedged item, and any interest payments beyond the notional amount of the interest rate cap in any given period are not designated as being hedged (see note 5). The premium of the interest rate cap not designated as a cash flow hedge will be amortised on a straight line basis.

The amounts included in accumulated other comprehensive income will be reclassified to interest expense should the hedge no longer be considered effective. No amount of ineffectiveness was included in net income for the three months period ended March 31, 2022 and the year ended December 31, 2021. The Company will continue to assess the effectiveness of the hedge on an ongoing basis.

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

F-13





Global Ship Lease, Inc.
Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

3.
Vessels in Operation

   
Vessel Cost, as adjusted for Impairment charges
    
Accumulated Depreciation
    
Net Book Value
  
As of January 1, 2021
  
$
1,297,785
    
$
(157,202
)
  
$
1,140,583
  
                         
Additions
    
603,514
      
—
      
603,514
  
Disposals
    
(23,167
)
    
14,445
      
(8,722
)
Depreciation
    
—
      
(52,559
)
    
(52,559
)
As of December 31, 2021
  
$
1,878,132
    
$
(195,316
)
  
$
1,682,816
  
                         
Additions
    
3,932
      
—
      
3,932
  
Depreciation
    
—
      
(16,977
)
    
(16,977
)
As of March 31, 2022
  
$
1,882,064
    
$
(212,293
)
  
$
1,669,771
  


2021 Vessels acquisitions

In September and October 2021, the Company took delivery of the Four Vessels as per below:

Name
Capacity in TEUs
Year Built
Purchase Price
Delivery date
GSL Tripoli
5,470
2009
37,000
September 1, 2021
GSL Tinos
5,470
2010
37,500
September 9, 2021
GSL Syros
5,470
2010
37,500
September 13, 2021
GSL Kithira
5,470
2009
36,000
October 13, 2021

The charters of the Four vessels resulted in an intangible liability of $17,100 that was recognized and will be amortized over the remaining useful life of the charters.

In July 2021, the Company took delivery of the Twelve Vessels as per below:

Name
Capacity in TEUs
Year Built
Purchase Price
Delivery Date
GSL Susan
4,363
2008
20,740
July 29, 2021
GSL Rossi
3,421
2012
21,580
July 29, 2021
GSL Alice
3,421
2014
23,150
July 29, 2021
GSL Melina
3,404
2013
23,990
July 29, 2021
GSL Eleftheria
3,404
2013
26,870
July 29, 2021
GSL Mercer
2,824
2007
20,750
July 29, 2021
GSL Lalo
2,824
2006
13,320
July 29, 2021
Matson Molokai
2,824
2007
16,430
July 15, 2021
GSL Elizabeth
2,741
2006
13,910
July 28, 2021
tbr GSL Chloe
2,546
2012
22,320
July 29, 2021
GSL Maren
2,546
2014
23,270
July 29, 2021
GSL Amstel
1,118
2008
7,560
July 29, 2021



The charters in place at the time of the purchase of the Twelve Vessels resulted in an intangible liability of $76,193 that was recognized and will be amortized over the remaining useful life of the charters.

F-14






Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

3.
Vessels in Operation (continued)

In April, May and July 2021, the Company took delivery of the Seven Vessels as per below:

Name
Capacity in TEUs
Year Built
Purchase Price
Delivery Date
GSL MYNY
6,008
2000
17,600
July 28, 2021
GSL Melita
6,008
2001
15,500
May 25, 2021
GSL Violetta*
6,008
2000
17,300
April 28, 2021
GSL Maria*
6,008
2001
16,600
April 28, 2021
GSL Arcadia
6,008
2000
18,000
April 26, 2021
GSL Dorothea
5,992
2001
15,500
April 26, 2021
GSL Tegea
5,992
2001
15,500
May 17, 2021

* The charters of these vessels resulted in an intangible liability of $3,051 that was recognized and was fully amortized over the remaining useful life of the charters.

2021 Sale of Vessel

On June 30, 2021, the Company sold La Tour for net proceeds of $16,514, and the vessel was released as collateral under the Company’s $236,200 senior secured loan facility with Hayfin Capital Management, LLP (the “New Hayfin Credit Facility”). The net gain from the sale of vessel was $7,770.

Impairment

The Company has evaluated the impact of current economic situation on the recoverability of all its other vessel groups and has determined that there were no events or changes in circumstances which indicated that their carrying amounts may not be recoverable. Accordingly, there was no triggering event and no impairment test was performed during the three months ended March 31, 2022.

Collateral

As of March 31, 2022, vessels were pledged as collateral under the Company’s loan facilities. No vessels were unencumbered as of March 31, 2022.

Advances for vessels acquisitions and other additions

As of March 31, 2022, and December 31, 2021, there were no advances for vessel acquisitions, as all vessels had been delivered as at these dates. As of March 31, 2022, and December 31, 2021, the Company had advances for other vessel additions mainly for ballast water treatment systems totaling $6,712 and $6,139, respectively.

4.
Intangible Liabilities – Charter Agreements

Intangible Liabilities – Charter Agreements as of March 31, 2022 and December 31, 2021 consisted of the following:

   
March 31,
2022
    
December 31,
2021
  
Opening balance
  
$
55,376
    
$
4,462
  
Additions
    
—
      
96,344
  
Amortization
    
(12,855
)
    
(45,430
)
Total
  
$
42,521
    
$
55,376
  
Intangible liabilities are related to (i) acquisition of the Seven, the Twelve and the Four Vessels, and (ii) management’s estimate of the fair value of below-market charters on August 14, 2008, the date of the Marathon Merger (see note 1). These intangible liabilities are being amortized over the remaining life of the relevant lease terms and the amortization income is included under the caption “Amortization of intangible liabilities-charter agreements” in the interim unaudited condensed Consolidated Statements of Income.

F-15


Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

4.
Intangible Liabilities – Charter Agreements (continued)

Amortization income of intangible liabilities-charter agreements for each of the three months ended March 31, 2022 and 2021 was $12,855 and $502, including related party amortization of intangible liabilities-charter agreements of $3,291 and $502 for each of the three months ended March 31, 2022 and 2021, respectively.

The aggregate amortization of the intangible liabilities in each of the 12-month periods up to March 31, 2026 is estimated to be as follows:

   
Amount
  
March 31, 2023
  
$
31,691
  
March 31, 2024
    
6,671
  
March 31, 2025
    
3,748
  
March 31, 2026
    
411
  

 
$
42,521
  

The weighted average useful lives are 1.52 years for the remaining intangible liabilities-charter agreements terms.

5.
Derivative Assets
In December 2021, the Company purchased interest rate caps with an aggregate notional amount of $484.1 million, which amount reduces over time as the Company’s outstanding debt balances amortize. The objective of the hedges is to reduce the variability of cash flows associated with the interest relating to its variable rate borrowings. The Company receives payments on the caps for any period that the one-month USD LIBOR rate is above beyond the strike rate, which is 0.75%. The termination date of the interest rate cap agreements is November 30, 2026. The premium paid to purchase the interest caps was $7,000, which was paid out of cash on December 22, 2021. The premium is being amortized over the life of the interest rate cap by using the caplet method.
In February 2022, the Company further hedged its exposure to a potential rising interest rate environment by putting in place two USD one-month LIBOR interest rate caps of 0.75% through fourth quarter 2026, on $507.9 million of its floating rate debt. The second interest rate cap was not designated as a cash flow hedge and therefore the positive fair value adjustment of $4,564 as at March 31, 2022 was recorded though interim unaudited condensed Consolidated Statement of Income. The premium paid by the Company to purchase the interest rate caps was $15,370, which was paid out of cash on the settlement date. ASC 815-20-25-13a stipulates that an entity may designate either all or certain future interest payments on variable-rate debt as the hedged exposure in a cash flow hedge relationship. In this case, the Company has designated only a portion of its outstanding debt (initially, $253.9 million) as the hedged item, and any interest payments beyond the notional amount of the interest rate cap in any given period are not designated as being hedged.

   
March 31,
2022
    
December 31,
2021
  
Opening balance
  
$
7,227
    
$
—
  
Derivative asset premium
    
15,370
      
7,000
  
Unrealized gain on derivative assets
    
17,282
      
227
  
Fair value adjustment on derivative asset
    
4,564
      
—
  
Closing balance
  
$
44,443
    
$
7,227
  
Less: Current portion of derivative assets
    
(9,364
)
    
(533
)
Non-current portion of derivative assets
  
$
35,079
    
$
6,694
  


The amounts included in accumulated other comprehensive income will be reclassified to interest expense should the hedge no longer be considered effective. No amount of ineffectiveness was included in net income for the three month period ended March 31, 2022 and for the year ended December 31, 2021. The Company will continue to assess the effectiveness of the hedge on an ongoing basis.

F-16




Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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


6.
Long-Term Debt


Facilities
  
March 31,
2022
    
December 31, 2021
  
E.SUN, MICB, Cathay, Taishin Credit Facility (a)
  
$
60,000
    
$
—
  
Sinopac Credit Facility (b)
    
11,160
      
11,580
  
HCOB, CACIB, ESUN, CTBC, Taishin Credit Facility (c)
    
124,000
      
132,000
  
Deutsche Credit Facility (d)
    
48,183
      
49,345
  
HCOB Credit Facility (e)
    
52,831
      
56,844
  
CACIB, Bank Sinopac, CTBC Credit Facility (f)
    
47,875
      
49,150
  
New Hayfin Credit Facility (g)
    
197,569
      
204,129
  
Chailease Credit Facility (h)
    
5,256
      
5,568
  
2024 Notes (i)
    
117,520
      
117,520
  
Syndicated Senior Secured Credit Facility (CACIB, ABN, First-Citizens & Trust Company, Siemens, CTBC, Bank Sinopac, Palatine) (j)
    
205,200
      
213,200
  
Blue Ocean Junior Credit Facility (j, k)
    
—
      
26,205
  
Hellenic Bank Credit Facility (l)
    
39,700
      
41,700
  
   
$
909,294
    
$
907,241
  
2022 Notes (m)
    
—
      
233,436
  
Less redemptions and repurchases (m)
    
—
      
(233,436
)
2022 Notes (m)
  
$
—
    
$
—
  
Total credit facilities
  
$
909,294
    
$
907,241
  
Sale and Leaseback Agreement CMBFL – $120,000 (n)
    
108,888
      
115,238
  
Sale and Leaseback Agreement CMBFL – $54,000 (o)
    
47,925
      
49,950
  
Sale and Leaseback Agreement – Neptune $14,735 (p)
    
12,353
      
13,147
  
Total Sale and Leaseback Agreements
  
$
169,166
    
$
178,335
  
Total borrowings
  
$
1,078,460
    
$
1,085,576
  
Less: Current portion of long-term debt
    
(174,092
)
    
(153,641
)
Less: Current portion of Sale and Leaseback Agreements (n,o,p)
    
(36,675
)
    
(36,675
)
Plus: Original issue premium of 2024 Notes (i)
    
1,468
      
1,588
  
Less: Deferred financing costs (r)
    
(17,381
)
    
(16,714
)
Non-current portion of Long-Term Debt
  
$
851,780
    
$
880,134
  

a)
$60.0 Million E.SUN, MICB, Cathay, Taishin Credit Facility
On December 30, 2021, the Company via its subsidiaries Zeus One Marine LLC, Hephaestus Marine LLC and Pericles Marine LLC, entered into a new syndicated senior secured debt facility with E.SUN Commercial Bank Ltd (“E.SUN”), Cathay United Bank (“Cathay”), Mega International Commercial Bank Co. Ltd (“MICB”) and Taishin International Bank (“Taishin”). The Company using a portion of the net proceeds from this credit facility fully prepaid the outstanding amount of the Blue Ocean Junior Credit facility, amounting to $26,205 plus a prepayment fee of $3,968. All three tranches were drawn down in January 2022.
The new Facility is repayable in 8 equal consecutive quarterly instalments of $4,500 and ten equal consecutive quarterly instalments of $2,400.

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

As of March 31, 2022, the outstanding balance of this facility was $60,000.



F-17



Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

(Expressed in thousands of U.S. dollars except share data)
6.
Long-Term Debt (continued)
b)
$12.0 Million Sinopac Capital International Credit Facility
On August 27, 2021, the Company via its subsidiary Global Ship Lease 42 LLC entered into a secured credit facility for an amount of $12,000 with Sinopac Capital International (HK) Limited (“Sinopac Credit Facility”), partially used to fully refinance the Hayfin Credit Facility. The full amount was drawn down in September 2021 and the credit facility has a maturity in September 2026.
The new Facility is repayable in 20 equal consecutive quarterly instalments of $420 with a final balloon of $3,600 payable together with the final instalment.
This facility bears interest at LIBOR plus a margin of 3.25% per annum payable quarterly in arrears.
As of March 31, 2022, the outstanding balance of this facility was $11,160.
c)
$140.0 Million HCOB, CACIB, ESUN, CTBC, Taishin Credit Facility

On July 6, 2021, the Company entered into a facility with Credit Agricole Corporate and Investment Bank (“CACIB”), Hamburg Commercial Bank AG (“HCOB”), E.Sun Commercial Bank, Ltd (“ESUN”), CTBC Bank Co. Ltd. (“CTBC”) and Taishin International Bank (“Taishin”) for a total of $140,000 to finance the acquisition of the Twelve Vessels. The full amount was drawdown in July 2021 and the credit facility has a maturity in July 2026.
The Facility is repayable in 6 equal consecutive quarterly instalments of $8,000, 8 equal consecutive quarterly instalments of $5,400 and 6 equal consecutive quarterly instalments of $2,200 with a final balloon of $35,600 payable together with the final instalment.
This facility bears interest at LIBOR plus a margin of 3.25% per annum payable quarterly in arrears.
As of March 31, 2022, the outstanding balance of this facility was $124,000.
d)
$51.7 Million Deutsche Bank AG Credit Facility
On May 6, 2021, the Company via its subsidiary Laertis Marine LLC entered into a secured facility for an amount of $51,670 with Deutsche Bank AG in order to refinance one of the three previous tranches of the $180,500 Deutsche, CIT, HCOB, Entrust, Blue Ocean Credit Facility, that had a maturity date on June 30, 2022, of an amount $48,527.
The new Facility is repayable in 20 equal consecutive quarterly instalments of $1,162.45 with a final balloon of $28,421 payable together with the final instalment.
This facility bears interest at LIBOR plus a margin of 3.25% per annum payable quarterly in arrears.
As of March 31, 2022, the outstanding balance of this facility was $48,183.
e)
$64.2 Million Hamburg Commercial Bank AG Credit Facility

On April 15, 2021, the Company entered into a Senior Secured term loan facility with Hamburg Commercial Bank AG “the HCOB facility” for an amount of up to $64,200 in order to finance the acquisition of six out of the Seven Vessels.
Tranche A, E and F amounting to $32,100 were drawn down in April 2021 and have a maturity date in April 2025, Tranche B and D amounting to $21,400 were drawn down in May 2021 and have a maturity date in May 2025, and Tranche C amounting to $10,700 was drawn down in July 2021 and has a maturity date in July 2025.
Each Tranche of the Facility is repayable in 16 equal consecutive quarterly instalments of $668.75.
This facility bears interest at LIBOR plus a margin of 3.50% per annum payable quarterly in arrears.
As of March 31, 2022, the outstanding balance of this facility was $52,831.

F-18


Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

(Expressed in thousands of U.S. dollars except share data)
6.
Long-Term Debt (continued)
f)
$51.7 Million CACIB, Bank Sinopac, CTBC Credit Facility
On April 13, 2021, the Company via its subsidiary Penelope Marine LLC entered into a secured facility for an amount of $51,700 in order to refinance one of the three previous tranches of the $180,500 Deutsche, CIT, HCOB, Entrust, Blue Ocean Credit Facility, that had a maturity date on June 30, 2022, of an amount $48,648. The secured credit facility has a maturity in April 2026.
The Lenders are Credit Agricole Corporate and Investment Bank (“CACIB”), Bank Sinopac Co. Ltd. (“Bank Sinopac”) and CTBC Bank Co. Ltd. (“CTBC”).
The Facility is repayable in 20 equal consecutive quarterly instalments of $1,275 with a final balloon of $26,200 payable together with the final instalment.
This facility bears interest at LIBOR plus a margin of 2.75% per annum payable quarterly in arrears.
As of March 31, 2022, the outstanding balance of this facility was $47,875.

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

On January 7, 2021, the Company entered into the New Hayfin Credit Facility amounting to $236,200, and on January 19, 2021, the Company drew down the full amount under this facility. The proceeds from the New Hayfin Credit Facility, along with cash on hand, were used to optionally redeem in full the outstanding 2022 Notes on January 20, 2021, see note 6m below. The New Hayfin Credit Facility matures in January 2026 and bears interest at a rate of LIBOR plus a margin of 7.00% per annum. It is repayable in twenty quarterly instalments of $6,560, along with a balloon payment at maturity. The New Hayfin Credit Facility is secured by, among other things, first priority ship mortgages over 21 of the Company’s vessels, assignments of earnings and insurances of the mortgaged vessels, pledges over certain bank accounts, as well as share pledges over the equity interests of each mortgaged vessel-owning subsidiary. On June 30, 2021, due to the sale of La Tour, the Company additionally repaid $5,831, and the vessel was released as collateral under the Company’s New Hayfin Credit Facility.
As of March 31, 2022, the outstanding balance of this facility was $197,569.

h)
$9.0 Million Chailease Credit Facility
On February 26, 2020, the Company via its subsidiaries, Athena Marine LLC, Aphrodite Marine LLC and Aris Marine LLC entered into a secured term facility agreement with Chailease International Financial Services Pte., Ltd. for an amount of $9,000. The Chailease Bank Facility was used for the refinance of DVB Credit Facility.
The Facility is repayable in 36 consecutive monthly instalments $156 and 24 monthly instalments of $86 with a final balloon of $1,314 payable together with the final instalment.
This facility bears interest at LIBOR plus a margin of 4.20% per annum.
As of March 31, 2022, the outstanding balance of this facility was $5,256.

i)
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% of the principal amount, (ii) on or after December 31, 2022 and prior to December 31, 2023, at a price equal to 101% of the principal amount and (iii) on or after December 31, 2023 and prior to maturity, at a price equal to 100% of the principal amount.

On November 27, 2019, the Company entered into an “At Market Issuance Sales Agreement” with B. Riley FBR, Inc. (the “Agent”) under which and in accordance with the Company’s instructions, the Agent may offer and sell from time to time newly issued 2024 Notes.
F-19


Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

6.
Long-Term Debt (continued)

i)
8.00% Senior Unsecured Notes due 2024 (continued)

As of March 31, 2022, the outstanding aggregate principal amount of the 2024 notes was $117,520 including an amount of $85,895 that comprise of newly issued 2024 notes under the At Market Issuance Sales Agreement. The outstanding balance, including the unamortized balance of the original issue premium, was $118,988. In July 2021, the Company agreed to purchase the Twelve Vessels for an aggregate purchase price of $233,890, part of which was financed by the issuance of $35,000 2024 Notes to the sellers. The remaining purchase price was financed by cash on hand and a new syndicated credit facility for a total of $140,000 (see note 6c).

On March 4, 2022, the Company provided a notice of partial redemption of its 2024 Notes to the trustee. On April 5, 2022 the Company completed the partial redemption of $28,500 aggregate principal amount of the Notes (the “Redeemed Notes”) at a redemption price equal to 102.00% of the principal amount thereof plus accrued and unpaid interest. Upon completion of the redemption the outstanding aggregate principal amount of the 2024 Notes was $89,020.

j)
$268.0 Million Syndicated Senior Secured Credit Facility (CACIB, ABN, First-Citizens & Trust Company, Siemens, CTBC, Bank Sinopac, Palatine)
On September 19, 2019, the Company entered into a Syndicated Senior Secured Credit Facility in order to refinance existing credit facilities that had a maturity date in December 2020, of an amount $224,310.
The Senior Syndicated Secured Credit Facility was agreed to be borrowed in two tranches. The Lenders are Credit Agricole Corporate and Investment Bank (“CACIB”), ABN Amro Bank N.V. (“ABN”), First-Citizens & Trust Company, Siemens Financial Services, Inc (“Siemens”), CTBC Bank Co. Ltd. (“CTBC”), Bank Sinopac Ltd. (“Bank Sinopac”) and Banque Palatine (“Palatine”).
Tranche A amounting to $230,000 was drawn down in full on September 24, 2019 and is scheduled to be repaid in 20 consecutive quarterly instalments of $5,200 starting from December 12, 2019 and a balloon payment of $126,000 payable on September 24, 2024.
Tranche B amounts to $38,000 was drawn down in full on February 10, 2020 and is scheduled to be repaid in 20 consecutive quarterly instalments of $1,000 and a balloon payment of $18,000 payable in the termination date on the fifth anniversary from the utilization date of Tranche A, which falls in September 24, 2024. In January 2022, the Company agreed a new senior secured debt facility to refinance its outstanding Syndicated Senior Secured Credit Facility, which extended the maturity date from September 2024 to December 2026, amended certain covenants in the Company’s favor at an unchanged rate of LIBOR + 3.00%.
The interest rate is LIBOR plus a margin of 3.00% and is payable at each quarter end date.
As of March 31, 2022, the outstanding balance of this facility was $205,200.

k)
$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 6j).

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

During the year ended December 31, 2021, the Company using a portion of the net proceeds from the at-the-market issuance programs prepaid an amount of $12,295 plus a prepayment fee of $1,618.

On January 19, 2022, the Company using a portion of the net proceeds from the new facility agreement entered on December 30, 2021 with E.SUN, MICB, Cathay, Taishin, fully prepaid the amount of $26,205 plus a prepayment fee of $3,968. Following, also this prepayment, as of March 31, 2022, the outstanding balance of this facility was $nil.
F-20



Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

6.
Long-Term Debt (continued)

l)
$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.
An initial tranche of $13,000 was drawn on May 24, 2019, in connection with the acquisition of the GSL Eleni. The Facility is repayable in 20 equal quarterly instalments of $450 each with a final balloon of $4,000 payable together with the final instalment.
A second tranche of $12,000 was drawn on September 4, 2019, in connection with the acquisition of GSL Grania. The Facility is repayable in 20 equal quarterly instalments of $400 each with a final balloon of $4,000 payable together with the final instalment.
The third tranche of $12,000 was drawn on October 3, 2019, in connection with the acquisition of GSL Kalliopi. The Facility is repayable in 20 equal quarterly instalments of $400 each with a final balloon of $4,000 payable together with the final instalment.
On December 10, 2019, the Company via its subsidiaries Global Ship Lease 33 and 34 entered into an amended and restated loan agreement with Hellenic Bank for an additional facility of amount $22,000 that is to be borrowed in two tranches and to be used in connection with the acquisition of the vessels GSL Vinia and GSL Christel Elisabeth.
Both tranches were drawn on December 10, 2019 and are each repayable in 20 equal quarterly instalments of $375 each with a final balloon of $3,500 payable together with the final instalment.
This facility bears interest at LIBOR plus a margin of 3.90% per annum.
As of March 31, 2022, the outstanding balance of this facility was $39,700.

m)
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. The original issue discount was being amortized on an effective interest rate basis over the life of the 2022 Notes. The 2022 Notes were fully redeemed in January 2021.

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

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 the year ended December 31, 2020, the Company purchased $15,287 of aggregate principal amount of 2022 Notes in the open market at a weighted average price of 98.98% of the aggregate principal amount.

On January 20, 2021, the Company optionally redeemed, in full, $233,436 aggregate principal amount of 2022 Notes, representing the entire outstanding amount under the 2022 Notes, using the proceeds the Company received from the New Hayfin Credit Facility, see note 6g above, and cash on hand, at a redemption price of $239,200 (representing 102.469% of the aggregate principal amount of notes redeemed) plus accrued and unpaid interest. Total loss on extinguishment of the bonds was $10,642 and is recorded within the interim unaudited condensed Consolidated Statements of Income for the three months ended March 31, 2021 as interest expense.


F-21




Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

6.
Long-Term Debt (continued)

n)
$120.0 Million Sale and Leaseback agreements – CMBFL Four Vessels

On August 26, 2021, the Company via its subsidiaries Global Ship Lease 68 LLC, Global Ship Lease 69 LLC, Global Ship Lease 70 LLC and Global Ship Lease 71 LLC, entered into four $30,000 sale and leaseback agreements with CMB Financial Leasing Co. Ltd. (“CMBFL”) to finance the acquisition of the Four Vessels. As at September 30, 2021, the Company had drawdown a total of $90,000. The drawdown for the fourth vessel, amounting to $30,000, took place on October 13, 2021 together with the delivery of this vessel. The Company has a purchase obligation to acquire the Four Vessels at the end of their lease terms and under ASC 842-40, the transaction has been accounted for as a failed sale. In accordance with ASC 842-40, the Company did not derecognize the respective vessels from its balance sheet and accounted for the amounts received under the sale and leaseback agreement as financial liabilities.
Each sale and leaseback agreement will be repayable in 12 equal consecutive quarterly instalments of $1,587.5 and 12 equal consecutive quarterly instalments of $329.2 with a repurchase obligation of $7,000 on the final repayment date.
The sale and leaseback agreements for the three vessels mature in September 2027 and for the fourth vessel in October 2027 and bear interest at LIBOR plus a margin of 3.25% per annum payable quarterly in arrears.
As of March 31, 2022, the outstanding balance of these sale and lease back agreements was $108,888.

o)
$54.0 Million Sale and Leaseback agreement – CMBFL
On May 20, 2021, the Company via its subsidiary Telemachus Marine LLC entered into a $54,000 sale and leaseback agreement with CMB Financial Leasing Co. Ltd. (“CMBFL”) to refinance one of the three previous tranches of the $180,500 Deutsche, CIT, HCOB, Entrust, Blue Ocean Credit Facility, that had a maturity date on June 30, 2022, of an amount $46,624. The Company has a purchase obligation to acquire the vessel at the end of the lease term and under ASC 842-40, the transaction has been accounted for as a failed sale. In accordance with ASC 842-40, the Company did not derecognize the respective vessel from its balance sheet and accounted for the amount received under the sale and leaseback agreement as a financial liability.
The sale and leaseback agreement will be repayable in eight equal consecutive quarterly instalments of $2,025 each and 20 equal consecutive quarterly instalments of $891 with a repurchase obligation of $19,980 on the final repayment date.
The sale and leaseback agreement matures in May 2028 and bears interest at LIBOR plus a margin of 3.25% per annum payable quarterly in arrears.
In May 2021, on the actual delivery date of the vessel, the Company drew $54,000, which represented vessel purchase price $75,000 less advanced hire of $21,000, which advanced hire neither bore any interest nor was refundable and was set off against payment of the purchase price payable to the Company by the unrelated third party under this agreement.
As of March 31, 2022, the outstanding balance of this sale and leaseback agreement was $47,925.
p)
$14.7 Million Sale and Leaseback agreement – Neptune Maritime Leasing
On May 12, 2021, the Company via its subsidiary GSL Violetta LLC entered into a $14,735 sale and leaseback agreement with Neptune Maritime Leasing (“Neptune”) to finance the acquisition of GSL Violetta delivered in April 2021. The Company has a purchase obligation to acquire the vessel at the end of the lease term and under ASC 842-40, the transaction has been accounted for as a failed sale. In accordance with ASC 842-40, the Company did not derecognize the respective vessel from its balance sheet and accounted for the amount received under the sale and leaseback agreement as a financial liability. In May 2021, the Company drew $14,735 under this agreement.
The sale and leaseback agreement will be repayable in 15 equal consecutive quarterly instalments of $793.87 each and four equal consecutive quarterly instalments of $469.12 with a repurchase obligation of $950 on the last repayment date.
The sale and leaseback agreement matures in February 2026 and bears interest at LIBOR plus a margin of 4.64% per annum payable quarterly in arrears.
As of March 31, 2022, the outstanding balance of this sale and leaseback agreement was $12,353.

F-22



Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

6.
Long-Term Debt (continued)
q)
Repayment Schedule
Maturities of long-term debt for the periods subsequent to March 31, 2022 are as follows:

Payment due by period ending
  
Amount
  
March 31, 2023
    
210,767
  
March 31, 2024
    
167,628
  
March 31, 2025
    
247,820
  
March 31, 2026
    
187,017
  
March 31, 2027
    
209,829
  
March 31, 2028 and thereafter
    
55,399
  
   
$
1,078,460
  
r)
Deferred Financing Costs

   
March 31,
2022
    
December 31,
2021
  
Opening balance
  
$
16,714
    
$
11,203
  
Expenditure in the period
    
2,246
      
13,790
  
Amortization included within interest expense
    
(1,579
)
    
(8,279
)
Closing balance
  
$
17,381
    
$
16,714
  
During 2022, total costs amounting to $1,066 were incurred in connection with the Syndicated Senior Secured Credit facility (see note 6j) and $1,180 in connection with E.SUN, MICB, Cathay, Taishin credit facility (see note 6a).
During 2021, total costs amounting $434 were incurred in connection with the “At Market Issuance Sales Agreement” of 2024 Notes (see note 6i). In addition, total costs amounting $4,049 were incurred in connection with the New Hayfin Credit Facility (see note 6g), $777 in connection with the Deutsche Credit Facility (see note 6d), $1,386 in connection with the HCOB Credit Facility (see note 6e), $191 in connection with the Neptune sale and leaseback agreement (see note 6p), $984 in connection with the CACIB, Bank Sinopac, CTBC Credit Facility (see note 6f), $945 in connection with the CMBFL sale and lease back agreement (see note 6o), $252 in connection with the Sinopac Credit Facility (see note 6b), $2,852 in connection with the HCOB, CACIB Credit Facility (see note 6c) for financing the acquisition of the Twelve Vessels and $1,920 in connection with the Sale and Leaseback agreements with CMBFL for the Four Vessels (see note 6n) that were drawn down during the year ended December 31, 2021.
s)
Debt covenants-securities

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

As of March 31, 2022, and December 31, 2021, the Company was in compliance with its debt covenants.


F-23



Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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


7.
Related Party Transactions
CMA CGM is presented as a related party due to the fact that as of March 31, 2022, and December 31, 2021, it was a shareholder, owning Class A common shares representing 8.3% and 8.4% of voting rights, respectively, 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 condensed Consolidated Balance Sheets.
Time Charter Agreements
A number of the Company’s time charter arrangements are with CMA CGM, representing 27.96% in the three months ended March 31, 2022 and 33.8% of gross revenues in the year ended December 31, 2021. Under these time charters, hire is payable in advance and the daily rate is fixed for the duration of the charter. Revenues generated from charters to CMA CGM are disclosed separately in the interim unaudited condensed Consolidated Statements of Income. The outstanding receivables due from CMA CGM are presented in the interim unaudited condensed Consolidated Balance Sheets under "Due from related parties" totaling $928 and $1,102 as of March 31, 2022 and December 31, 2021, respectively. Any outstanding amount due to CMA CGM are presented in the interim unaudited condensed Consolidated Balance Sheets under "Due to related parties" totaling to $367 and $502 as of March 31, 2022 and December 31, 2021, respectively.
Ship Management Agreements

Technomar Shipping Inc. (“Technomar”) is presented as a related party, as the Company’s Executive Chairman is a significant shareholder. The Company has currently a number of ship management agreements with Technomar under which the ship manager is responsible for all day-to-day ship management, including crewing, purchasing stores, lubricating oils and spare parts, paying wages, pensions and insurance for the crew, and organizing other ship operating necessities, including the arrangement and management of dry-docking. As of March 31, 2022 and December 31, 2021, Technomar provided all day-to-day technical ship management services for all but the Twelve Vessels which were delivered in July 2021. Another third party provided such management on the Twelve Vessels, from the time of their delivery in July 2021 until a change of management for six of them in September 2021 to Technomar, and the remaining six vessels continued to be outsourced for day-to-day technical management to the third-party manager. The management fees charged to the Company by third party managers for the three months ended March 31, 2022 and 2021, amounted to $368 and $nil, respectively, and are shown in “Vessels operating expenses” in the interim unaudited condensed Consolidated Statements of Income. Technomar continues to supervise management for the six outsourced vessels.
The management fees charged to the Company by Technomar for the three months ended March 31, 2022, amounted to $4,379 (three months ended March 31, 2021 - $3,290) and are shown under “Vessels operating expenses-related parties” in the interim unaudited condensed Consolidated Statements of Income. Additionally, as of March 31, 2022, outstanding receivables due from Technomar totaling $3,456 are presented under “Due from related parties” (December 31, 2021 - $1,785).
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 that the Company acquired as a result of the Poseidon Transaction, excluding the Argos, the agreements were effective from the date of the completion of the Poseidon Transaction; for the 19 vessels that were owned by the Company prior to the consummation of the Poseidon Transaction till refinance of 2022 Notes which took place on January 2021, an EBSA agreement was in place that was terminated and replaced with commercial management agreements also same agreements applied to all vessels delivered up to March 31, 2022; for all new acquired vessels during 2019 and going forward, the agreements were effective upon acquisition.
The fees charged to the Company by Conchart for the three months ended March 31, 2022 amounted to $1,477 (three months ended March 31, 2021: $689) and are disclosed within “Time charter and voyage expenses-related parties” in the interim unaudited condensed Consolidated Statements of Income. Any outstanding fees due to Conchart are presented in the interim unaudited condensed Consolidated Balance Sheets under "Due to related parties" totaling to $545 and $41 as of March 31, 2022 and December 31, 2021, respectively.


F-24


Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

8.
Commitments and Contingencies
Charter Hire Receivable
The Company has entered time charters for its vessels. The charter hire is fixed for the duration of the charter. The minimum contracted future charter hire receivable, net of address commissions, not allowing for any unscheduled off-hire, assuming expiry at earliest possible dates and assuming options callable by the Company included in the charters are not exercised, for the 65 vessels as at March 31, 2022 is as follows:
  
Period ending
  
Amount
  
March 31, 2023
  
$
574,124
  
March 31, 2024
    
495,912
  
March 31, 2025
    
290,549
  
March 31, 2026
    
108,175
  
Thereafter
    
70,079
  
Total minimum lease revenue, net of address commissions
  
$
1,538,839
  

9.
Share Capital
Common shares
As of March 31, 2022, the Company has one class of Class A common shares.
Restricted stock units or incentive stock units have been granted periodically to the Directors and management, under the Company’s Equity Incentive Plans, as part of their compensation arrangements (see note 10). In April 2020, 184,270 shares were issued under grants made under the 2019 Omnibus Incentive Plan (the “2019 Plan”), 747,604 Class A common shares were issued under the 2019 Plan.
During the three months ended March 31, 2022, a further 447,283 Class A common shares were issued under the 2019 Plan.
On January 20, 2021, upon the redemption in full of the 2022 Notes, KEP VI (Newco Marine) Ltd. and KIA VIII (Newco Marine) Ltd. (together, “Kelso”), both affiliates of Kelso & Company, a U.S. private equity firm, exercised their right to convert an aggregate of 250,000 Series C Perpetual Convertible Preferred Shares, representing all such shares outstanding, into Class A common shares of the Company, resulting in issuance of an aggregate of 12,955,188 Class A common shares to Kelso.

On January 26, 2021, the Company completed its underwritten public offering of 5,400,000 Class A common shares, at a public offering price of $13.00 per share, for gross proceeds to the Company of approximately $70,200, prior to deducting underwriting discounts, commissions and other offering expenses. The Company intended to use the net proceeds of the offering for funding the expansion of the Company’s fleet, general corporate purposes, and working capital. On February 17, 2021, the Company issued an additional 141,959 Class A common shares in connection with the underwriters’ partial exercise of their option to purchase additional shares (together, the “January 2021 Equity Offering”). The net proceeds the Company received in the January 2021 Equity Offering, after underwriting discounts and commissions and expenses, were approximately $67,758. On September 1, 2021, the Company purchased 521,650 shares and retired them, reducing its’s issued and outstanding shares. As at March 31, 2022, the Company had 36,911,392 Class A common shares outstanding.

On April 13, 2021, Kelso and Maas Capital Investments B.V. sold an aggregate of 5,175,000 Class A common shares which they held in an underwritten public offering at $12.50 per share (including 675,000 Class A common shares that were sold pursuant to the underwriters’ exercise, in full, of their option to purchase additional shares). The Company did not receive any proceeds from this sale of Class A Common Shares.

On May 10, 2021, the Company declared a dividend of $0.25 per Class A common share from the earnings of the first quarter 2021, paid on June 3, 2021 to common shareholders of record as of May 24, 2021, amounting to $9,347.

On August 5, 2021, the Company declared a dividend of $0.25 per Class A common share from the earnings of the second quarter 2021, paid on September 3, 2021 to common shareholders of record as of August 23, 2021, amounting to $9,358.

F-25




Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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


9.
Share Capital (continued)
Common shares (continued)

On November 2, 2021, the Company declared a dividend of $0.25 per Class A common share from the earnings of the third quarter 2021 paid on December 2, 2021 to common shareholders of record as of November 22, 2021, amounting to $9,235.
On November 22, 2021, the Board of Directors announced its intention to increase the quarterly dividend to be paid to common shareholders by 50% to $0.375 per share, with effect from the first quarter of 2022.
On February 10, 2022, the Company declared a dividend of $0.25 per Class A common share from the earnings of the fourth quarter of 2021 paid on March 4, 2022 to common shareholders of record as of February 22, 2022, amounting to $9,257.
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 additional depositary shares, each of which represents 1/100th of one share of the Company’s Series B Preferred Shares (the “Depositary Share ATM Program”). Pursuant to the Depositary Share ATM Program, in 2019, the Company issued 42,756 depositary shares (representing an interest in 428 Series B Preferred Shares) for net proceeds of $856, and during year ended December 31, 2020, the Company issued 839,442 depositary shares (representing an interest in 8,394 Series B Preferred Shares) for net proceeds of $18,847. During the year ended December 31, 2021, the Company issued 2,076,992 depositary shares (representing an interest in 20,770 Series B Preferred Shares) for net proceeds of approximately $51,234. As of March 31, 2022, the Company had 43,592 Series B Preferred Shares outstanding.

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 condensed Consolidated Balance Sheets. The dividends payable on the Series B Preferred Shares are presented as a reduction of Retained Earnings in the interim unaudited condensed Consolidated Statements of Changes in Shareholders’ Equity, when and if declared by the Board of Directors. An initial dividend was declared on September 22, 2014 for the third quarter 2014. Subsequent dividends have been declared for all quarters.

10.
Share-Based Compensation
On February 4, 2019, the 2019 Plan was adopted. 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 calendar year is 12,500 shares or $100,000.

In July 2019, the Compensation Committee of the Board of Directors approved stock-based awards to senior management under the 2019 Plan. In 2021, the Board of Directors approved additional awards of 61,625 of Class A common shares under the 2019 Omnibus Incentive Plan (the “2019 Plan”) resulting in a total amount of awards totaling up to 1,421,000 shares. In July 2021, the Board of Directors approved the issuance of 17,720 shares to one member of senior management as a special bonus.

The 1,421,000 shares of incentive stock may be issued pursuant to the awards, in four tranches. The first tranche was to vest conditioned only on continued service over the three-year period which commenced January 1, 2019. Tranches two, three and four would vest when the Company’s stock price exceeded $8.00, $11.00 and $14.00, respectively, over a 60-day period. The $8.00 threshold was achieved in January 2020, the $11.00 threshold was achieved in January 2021 and the $14.00 threshold was achieved in March 2021. Accordingly, 113,279 incentive shares vested in the year ended December 31, 2019, 317,188 incentive shares vested in the year ended December 31, 2020 and 1,008,253 incentive shares vested in the year ended December 31, 2021. Of the total of 430,467 incentive shares which vested up to December 31, 2020, 184,270 were settled and issued as Class A common shares in April 2020. A further 747,604 Class A common shares were settled and issued during the year ended December 31, 2021. A total of 1,438,720 incentive shares have vested as at December 31, 2021. As of March 31, 2022 and December 31, 2021, 1,379,157 and 931,874 Class A common shares, respectively, were issued under the 2019 Plan.


F-26


Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

10.
Share-Based Compensation (continued)
On September 29, 2021, the Compensation Committee and the Board of Directors approved an increase of 1,600,000 in the aggregate number of Class A common shares available for issuance as awards under the Plan and approved new awards to senior management, totaling 1,500,000 shares of incentive stock, in three tranches with a grant date October 1, 2021. The first tranche, representing 55% of the total, is to vest quarterly conditioned only on continued service over the four-year period which commenced October 1, 2021. Tranches two and three, each representing 22.5% of the total, will vest quarterly up to September 30, 2025, when the Company’s stock price exceeds $27.00 and $30.00, respectively, over a 60-day period. The Board of Directors also increased the number of Class A common shares that could be issued to any non-employee director in any calendar year to 100,000 shares and approved stock-based awards to non-executive directors under the 2019 Plan totalling 105,000 shares of incentive stock to vest in a similar manner to those awarded to senior management. During the three month period ended March 31, 2022 and in the year ended December 31, 2021, 55,175 and 55,175 incentive shares vested, respectively, under the new awards. Of the total of 110,350 incentive shares which vested up to March 31, 2022, 39,188 shares were issued.
Share based awards since January 1, 2021, are summarized as follows:
 
  
Restricted Stock Units
  
 
  
Number of Units
  
 
  
Number
    
Weighted Average
Fair Value
on Grant Date
    
Actual Fair
Value on
Vesting Date
  
Unvested as at January 1, 2021
    
928,908
    
$
3.79
      
n/a
  
Granted in March 2021
    
61,625
      
11.72
      
n/a
  
Granted in July 2021
    
17,720
      
16.93
      
n/a
  
Granted in October 2021
    
1,605,000
      
10.51
      
n/a
  
Vested in year ended December 31, 2021
    
(1,063,428
)
    
n/a
      
16.59
  
Unvested as at December 31, 2021
    
1,549,825
    
$
10.51
      
n/a
  
Vested in three months ended March 31, 2022
    
(55,175
)
    
n/a
      
28.49
  
Unvested as at March 31, 2022
    
1,494,650
    
$
9.39
      
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 condensed Consolidated Statements of Income over the vesting period. The fair value of the restricted stock units for this purpose is calculated by multiplying the number of stock units by the fair value of the shares at the grant date. The Company has not factored any anticipated forfeiture into these calculations based on the limited number of participants.
For the three months ended March 31, 2022 and 2021, the Company recognized a total of $1,054 and $1,704, respectively, in respect of stock based compensation.

11.
Earnings per Share
Under the two-class method, net income, if any, is first reduced by the amount of dividends declared in respect of common shares for the current period, if any, and the remaining earnings are allocated to common shares and participating securities to the extent that each security can share the earnings assuming all earnings for the period are distributed. 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, 2022 and December 31, 2021, there were 1,494,650 and 1,549,825, respectively, shares of incentive share grants unvested as part of senior management’s and non-executive directors incentive awards approved on September 29, 2021.




F-27





Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

11.
Earnings per Share (continued)

   
Three months ended
March 31,
  
   
2022
    
2021
  
Numerator:
            
Net income available to common shareholders:
  
$
70,182
    
$
4,159
  
Class A, basic and diluted
                
                 
Denominator:
                
Class A Common shares
                
Basic weighted average number of common shares outstanding
    
36,401,764
      
31,965,287
  
Plus weighted average number of RSUs with service conditions
    
189,750
      
53,994
  
Common share and common share equivalents, dilutive
    
36,591,514
      
32,019,281
  
                 
Basic earnings per share:
                
Class A
    
1.93
      
0.13
  
                 
Diluted earnings per share:
                
Class A
    
1.92
      
0.13
  

12.
Subsequent events

On May 9, 2022, the Company declared a dividend of $0.375 per Class A common share from the earnings of the first quarter of 2022 to be paid on June 2, 2022 to common shareholders of record as of May 24, 2022.
On May 2, 2022, Phillippe Lemonnier resigned as a Director of the Company.  On May 5, 2022 the Board of Directors agreed that the vacancy be filled by Yoram Neugeborn who becomes a Class I Director holding office until the Annual Meeting of Shareholders in 2024.
On March 4, 2022, the Company provided a notice of partial redemption of its 2024 Notes to the trustee. On April 5, 2022, the Company completed the partial redemption of $28,500 aggregate principal amount of the Notes (the “Redeemed Notes”) at a redemption price equal to 102.00% of the principal amount thereof plus accrued and unpaid interest. Upon completion of the redemption the aggregate principal amount of the 2024 Notes was $89,020.

On March 2, 2022, the Company announced that the Board of Directors authorized share repurchases in the amount of up to $40.0 million, to be utilized on an opportunistic basis. During April 2022, the Company repurchased 184,684 Class A common shares at an average price of $26.66 per share.


F-28