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What changed in Global Ship Lease, Inc.'s 20-F — 2023 vs 2024

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Paragraph-level year-over-year comparison of Global Ship Lease, Inc.'s 2023 and 2024 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+559 added−468 removedSource: 20-F (2025-03-18) vs 20-F (2024-03-20)

Top changes in Global Ship Lease, Inc.'s 2024 20-F

559 paragraphs added · 468 removed · 363 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

91 edited+89 added−29 removed357 unchanged
Biggest changeWe may require additional financing to be able to grow and will face substantial competition to purchase vessels. • Should we expand our business or provide additional services to third parties, we may need to improve our operating and financial systems, expand our commercial and technical management staff, and recruit suitable employees and crew for our vessels. • Our third-party technical and commercial ship managers, Technomar and Conchart, are privately held companies and there is little or no publicly available information about them. • Due to our lack of diversification, adverse developments in the containership business could harm our business, results of operations and financial condition. 1 Table of Contents • The volatile container shipping market and difficulty finding profitable charters for our vessels upon their expiry. • Our indebtedness could adversely affect our ability to raise additional capital to fund our operations or pursue other business opportunities and limit our ability to react to changes in the economy or our industry. • Despite our indebtedness levels, we may be able to incur substantially more indebtedness.
Biggest changeThe volatile container shipping market and difficulty finding profitable charters for our vessels upon their expiry. • We have substantial indebtedness. Our substantial indebtedness could adversely affect our ability to raise additional capital to fund our operations or pursue other business opportunities and may limit our ability to react to changes in the economy or our industry.
Our growth depends on continued growth in the demand for containerships, our ability to purchase additional vessels and obtain new charters. We may require additional financing to be able to grow and will face substantial competition to purchase vessels. One of our objectives is to grow by acquiring additional vessels and chartering them out to container shipping companies.
Our growth depends on continued growth in the demand for containerships, and our ability to purchase additional vessels and obtain new charters. We may require additional financing to be able to grow and will face substantial competition to purchase vessels. One of our objectives is to grow by acquiring additional vessels and chartering them out to container shipping companies.
While none of our vessels called on ports located in countries or territories that are the subject of country-wide or territory-wide sanctions and/or embargoes imposed by the U.S. government or other authorities or countries identified by the U.S. government or other authorities as state sponsors of terrorism (“Sanctioned Jurisdictions”), and we endeavor to take precautions reasonably designed to mitigate such activities, it is possible that, on charterers’ instructions and without our consent, our vessels may call on ports located in Sanctioned Jurisdictions on charterers’ instructions and/or without our consent.
While none of our vessels called on ports located in countries or territories that are the subject of country-wide or territory-wide sanctions and/or embargoes imposed by the U.S. government or other authorities or countries identified by the U.S. government or other authorities as state sponsors of terrorism (“Sanctioned Jurisdictions”), and we endeavor to take precautions reasonably designed to mitigate such activities, it is possible that, on charterers’ instructions and without our consent, our vessels may call on ports located in Sanctioned Jurisdictions.
Upon redelivery of any vessels at the end of a time charter, we may be obligated to repurchase bunkers on board at prevailing market prices, which could be materially higher than fuel prices at the inception of the charter period. 11 Table of Contents The price of fuel is unpredictable and fluctuates based on events outside our control, including but not limited to conflicts, geopolitical developments, supply and demand for oil, actions by members of the Organization of the Petroleum Exporting Countries (“OPEC”) and other oil and gas producers, economic or other sanctions levied against oil and gas producing countries, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns and regulations.
Upon redelivery of any vessels at the end of a time charter, we may be obligated to repurchase bunkers on board at prevailing market prices, which could be materially higher than fuel prices at the inception of the charter period. 11 Table of Contents The price of fuel is unpredictable and fluctuates based on events outside our control, including but not limited to conflicts, geopolitical developments, supply and demand for oil, actions by members of the Organization of the Petroleum Exporting Countries and other oil and gas producers, economic or other sanctions levied against oil and gas producing countries, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns and regulations.
These covenants limit or restrict our ability and the ability of certain of our subsidiaries from, among other things: • incurring additional indebtedness; • making any substantial change to the nature of our business; • paying dividends; • redeeming or repurchasing capital stock; • selling the collateral vessel, if applicable; • entering into certain transactions other than arm’s length transactions; • acquiring a company, shares or securities or a business or undertaking; • effecting a change of control of us, entering into any amalgamation, demerger, merger, consolidation or corporate reconstruction, or selling all or substantially all of our assets; • changing the flag, class or technical or commercial management of the applicable collateral vessel or terminating or materially amending the management agreements relating to such vessel; and • experiencing any change in the position of our Executive Chairman.
These covenants limit or restrict our ability and the ability of certain of our subsidiaries from, among other things: • incurring additional indebtedness; • making any substantial change to the nature of our business; • paying dividends; • redeeming or repurchasing capital stock; • selling the collateral vessel, if applicable; • entering into certain transactions other than arm’s length transactions; • acquiring a company, shares or securities or a business or undertaking; • effecting a change of control of us, entering into any amalgamation, demerger, merger, consolidation or corporate reconstruction, or selling all or substantially all of our assets; • changing the flag, class or technical or commercial management of the applicable collateral vessel or terminating or materially amending the management agreements relating to such vessel; and • experiencing any change in the position and ownership of our Executive Chairman.
In addition, we have the option to redeem the Series B Preferred Shares, and accordingly the Depositary Shares, although we may have insufficient cash available to do so or may otherwise elect not to do so. 28 Table of Contents The amount of cash we can use to pay dividends or redeem our Series B Preferred Shares and the Depositary Shares depends upon the amount of cash we generate from our operations, which may fluctuate significantly, and other factors, including the following: • changes in our operating cash flow, capital expenditure requirements, working capital requirements and other cash needs; • the amount of any cash reserves established by our Board of Directors; • restrictions under Marshall Islands law as described below; • restrictions under our credit facilities and other instruments and agreements governing our existing and future debt as described below; and • our overall financial and operating performance, which, in turn, is subject to prevailing economic and competitive conditions and to the risks associated with the shipping industry and the other factors (see “—Risks Related to our Business” above), many of which are beyond our control.
In addition, we have the option to redeem the Series B Preferred Shares, and accordingly the Depositary Shares, although we may have insufficient cash available to do so or may otherwise elect not to do so. 28 Table of Contents The amount of cash we can use to pay dividends or redeem our Series B Preferred Shares and the Depositary Shares depends upon the amount of cash we generate from our operations, which may fluctuate significantly, and other factors, including the following: • changes in our operating cash flow, capital expenditure requirements, working capital requirements and other cash needs; • the amount of any cash reserves established by our Board of Directors; • restrictions under Marshall Islands law as described below; • restrictions under our credit facilities and other instruments and agreements governing our existing and future debt as described below; and • our overall financial and operating performance, which, in turn, is subject to prevailing economic and competitive conditions and to the risks associated with the shipping industry and the other factors (see “—Risks Relating to our Business” above), many of which are beyond our control.
If other banks and financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access our existing cash may be threatened and could have a material adverse effect on our business and financial condition.
If banks and financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access our existing cash may be threatened and could have a material adverse effect on our business and financial condition.
Bureau Veritas, DNV-GL & RINA, the classification societies for the vessels in our fleet, may approve and carry out in-water inspections of the underwater parts of our vessels once every three to five years, in lieu of drydocking inspections.
Bureau Veritas, DNV & RINA, the classification societies for the vessels in our fleet, may approve and carry out in-water inspections of the underwater parts of our vessels once every three to five years, in lieu of drydocking inspections.
The amount, if any, and timing of any impairment charges we may need to recognize in the future will depend upon the then current and expected future charter rates, vessel utilization, operating and dry-docking expenditures, vessel residual values, inflation and the remaining expected useful lives of our vessels, which may differ materially from those used in our assessments as of December 31, 2023.
The amount, if any, and timing of any impairment charges we may need to recognize in the future will depend upon the then current and expected future charter rates, vessel utilization, operating and dry-docking expenditures, vessel residual values, inflation and the remaining expected useful lives of our vessels, which may differ materially from those used in our assessments as of December 31, 2024.
Additionally, the charterer may have the right to terminate the charter agreement under a number of circumstances, such as if: • the vessel is off-hire for a specified number of days; • the charterer informs us of a default under the charter, and the default is not rectified; • there is a total (actual or constructive) loss of the vessel; • the vessel is requisitioned by any government or governmental authority; or • a vessel’s declared performance speed is reduced or fuel consumption increased in excess of a pre-agreed percentage over a continuous period of an agreed number of days, (for example, consumption in excess of 10% of that declared for a given speed over a continuous period of 30 days) and the reason is within our or the vessel’s control.
Additionally, the charterer may have the right to terminate the charter agreement under a number of circumstances, such as if: • the vessel is off-hire for a specified number of days, subject to certain conditions; • the charterer informs us of a default under the charter, and the default is not rectified; • there is a total (actual or constructive) loss of the vessel; • the vessel is requisitioned by any government or governmental authority; or • a vessel’s declared performance speed is reduced or fuel consumption increased in excess of a pre-agreed percentage over a continuous period of an agreed number of days, (for example, consumption in excess of 10% of that declared for a given speed over a continuous period of 30 days) and the reason is within our or the vessel’s control.
“Additional Information—Taxation —Tax Consequences of Holding Class A common shares—Consequences of possible passive foreign investment company classification” for a more comprehensive discussion of the U.S. federal income tax consequences to U.S. shareholders if we were treated as a PFIC (including those applicable to U.S. shareholders who make a qualified electing fund or mark-to-market election). 30 Table of Contents We may be subject to taxation on all or part of our income in the United Kingdom, which could have a material adverse effect on our results of operations.
“Additional Information—Taxation —Tax consequences of holding Class A common shares—Consequences of possible passive foreign investment company classification.” for a more comprehensive discussion of the U.S. federal income tax consequences to U.S. shareholders if we were treated as a PFIC (including those applicable to U.S. shareholders who make a qualified electing fund or mark-to-market election). 30 Table of Contents We may be subject to taxation on all or part of our income in the United Kingdom, which could have a material adverse effect on our results of operations.
Whether we may satisfy the “publicly-traded” test depends on factors that are outside of our control, and we cannot provide any assurances that we will or will not satisfy the “publicly-traded” test to claim exemption from U.S. taxation for 2024 or future taxable years. See Item “10. Additional Information—E.
Whether we may satisfy the “publicly-traded” test depends on factors that are outside of our control, and we cannot provide any assurances that we will or will not satisfy the “publicly-traded” test to claim exemption from U.S. taxation for 2025 or future taxable years. See Item “10. Additional Information—E.
Please also see “—We may be unable to recharter our vessels at profitable rates, if at all, upon their time charter expiry” below. 3 Table of Contents Operational Growth Risk Significant demands may be placed on us as a result of possible future acquisitions of additional vessels.
Please also see “—We may be unable to recharter our vessels at profitable rates, if at all, upon their time charter expiry.” below. 3 Table of Contents Operational Growth Risk Significant demands may be placed on us as a result of possible future acquisitions of additional vessels.
In addition, insurers typically charge additional premiums if vessels transit certain “excluded areas,” which may be subject to higher risk of piracy, war or terrorism. We cannot be certain that our insurers will continue to provide such cover, or that we will be able to recover these increased costs from our charterers.
In addition, insurers typically charge additional premiums if vessels transit certain “excluded areas,” which may be subject to higher risk of piracy, war or terrorism. We cannot be certain that our insurers will continue to provide such coverage, or that we will be able to recover these increased costs from our charterers.
Whilst there were no delays in receiving charter hire payments in 2022 or 2023, we may experience delays in receiving charter hire payments from some of our charterers, which under the charter contracts are due to be paid two weeks or one month in advance. As of December 31, 2023, no charter hire payments were outstanding.
Whilst there were no delays in receiving charter hire payments in 2023 or 2024, we may experience delays in receiving charter hire payments from some of our charterers, which under the charter contracts are due to be paid two weeks or one month in advance. As of December 31, 2024, no charter hire payments were outstanding.
In addition, since the implementation of the International Maritime Organization’s regulations limiting sulfur emissions (“IMO 2020 Sulfur Regulation”) effective January 1, 2020, our vessels have been and continue to be operated using compliant low sulfur fuels, the price of which has increased as a result of increased demand.
In addition, since the implementation of the International Maritime Organization’s regulations limiting sulfur emissions effective January 1, 2020, our vessels have been and continue to be operated using compliant low sulfur fuels, the price of which has increased as a result of increased demand.
Risks Related to Tax Matters Our operating income could fail to qualify for an exemption from U.S. federal income taxation, which would reduce our cash flow. We do not expect to be engaged in a U.S. trade or business.
Risks Relating to Tax Matters Our operating income could fail to qualify for an exemption from U.S. federal income taxation, which would reduce our cash flow. We do not expect to be engaged in a U.S. trade or business.
Exchange Rates’ Fluctuation Risk Because we generate all of our revenues in U.S. dollars but incur a portion of our expenses in other currencies, exchange rate fluctuations could hurt our results of operations. We generate all of our revenues in U.S. dollars and some of our expenses are denominated in currencies other than U.S. dollars.
Exchange Rates Fluctuation Risk Because we generate all of our revenues in U.S. dollars but incur a portion of our expenses in other currencies, exchange rate fluctuations could hurt our results of operations. We generate all of our revenues in U.S. dollars and some of our expenses are denominated in currencies other than U.S. dollars.
Our Executive Chairman is the Founder, Managing Director, and majority beneficial owner of Technomar and the sole beneficial owner of Conchart, our third-party technical and commercial ship managers. Our Executive Chairman also beneficially owns approximately 6.4% of our Class A common shares.
Our Executive Chairman is the Founder, Managing Director, and majority beneficial owner of Technomar and the sole beneficial owner of Conchart, our third-party technical and commercial ship managers. Our Executive Chairman also beneficially owns approximately 6.9% of our Class A common shares.
They and members of our Board of Directors are crucial to the execution of our business strategies and to the growth and development of our business. Mr. Giouroukos has committed to spend approximately 50% on his time on matters related to our affairs.
They and the members of our Board of Directors (our “Board of Directors”) are crucial to the execution of our business strategies and to the growth and development of our business. Mr. Giouroukos has committed to spend approximately 50% on his time on matters related to our affairs.
The determination of the fair value of vessels will depend on various market factors, including charter and discount rates, ship operating costs and vessel trading values, and our reasonable assumptions at that time. For example, we recorded an impairment loss of $18.8 million, in aggregate, in 2023 for two vessels.
The determination of the fair value of vessels will depend on various market factors, including charter and discount rates, ship operating costs and vessel trading values, and our reasonable assumptions at that time. For example, we recorded an impairment loss of $18.8 million, in aggregate, in 2023 for two vessels. No impairment loss was recorded in 2024.
Legal Proceedings.” Risks Related to Certain Corporate Affairs We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law.
Legal Proceedings.” Risks Relating to Certain Corporate Affairs We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law.
On the supply side, between 1995 and 2008, the nominal carrying capacity of the industry-wide fully cellular fleet grew by a compound annual rate (CAGR) of 11.4%; and from 2009 through 2020 at 5.7%, as the industry digested the legacy of the pre-financial crisis orderbook.
On the supply side, between 1995 and 2008, the nominal carrying capacity of the industry-wide fully cellular fleet grew by a CAGR of 11.4%; and from 2009 through 2020 at 5.7%, as the industry digested the legacy of the pre-financial crisis orderbook.
Coast Guard and state regulations could require the installation of ballast water treatment equipment on our vessels or the implementation of other port facility disposal procedures at potentially substantial cost, or may otherwise restrict our vessels from entering U.S. waters.
Compliance with the EPA, U.S. Coast Guard and state regulations could require the installation of ballast water treatment equipment on our vessels or the implementation of other port facility disposal procedures at potentially substantial cost, or may otherwise restrict our vessels from entering U.S. waters.
Generally, a foreign country is a qualified foreign country if it grants an equivalent exemption from tax to corporations organized in the United States. 29 Table of Contents Based on information that we have as to our shareholders and other matters, we believe that we qualified for the Section 883 exemption for 2021 through 2023, under the “publicly-traded” test.
Generally, a foreign country is a qualified foreign country if it grants an equivalent exemption from tax to corporations organized in the United States. 29 Table of Contents Based on information that we have as to our shareholders and other matters, we believe that we qualified for the Section 883 exemption for 2022 through 2024, under the “publicly-traded” test.
In addition, certain of our debt agreements require us and our subsidiaries to satisfy certain financial covenants, including on minimum liquidity, minimum net worth, and value adjusted leverage ratio.
In addition, certain of our debt agreements require us and our subsidiaries to satisfy certain financial covenants, including minimum liquidity, and value adjusted leverage ratio.
Our fleet of 68 vessels as of December 31, 2023 had an average age weighted by TEU capacity of 17.2 years. Unless we maintain reserves or are able to borrow or raise funds for vessel replacement, we will be unable to replace the older vessels in our fleet.
Our fleet of 71 vessels as of December 31, 2024 had an average age weighted by TEU capacity of 17.6 years. Unless we maintain reserves or are able to borrow or raise funds for vessel replacement, we will be unable to replace the older vessels in our fleet.
Technomar provides all day-to-day technical ship management, including crewing, purchasing stores, lubricating oils and spare parts, paying wages, pensions and insurance for the crew, and organizing other vessel operating necessities, such as the arrangement, management of drydocking and services in relation to the European Union Emission Trading System (“EU ETS”).
Technomar provides all day-to-day technical ship management, including crewing, purchasing stores, lubricating oils and spare parts, paying wages, pensions and insurance for the crew, and organizing other vessel operating necessities, such as the arrangement, management of drydocking and services in relation to compliance with the European Union Emission Trading System (“EU ETS” or “ETS”) and FuelEU Maritime (“FEUM”).
If we or our vessel owning subsidiaries were considered to be a resident of the United Kingdom (or “UK”) or to have a permanent establishment in the United Kingdom, all or a part of our profits could be subject to UK corporate tax, which had a maximum rate of 21%, 20% and 20% for the years ended March 31, 2014, 2015 and 2016, respectively, and 19% thereafter until the year ended March 31, 2023.
If we or our vessel owning subsidiaries were considered to be a resident of the United Kingdom (or “UK”) or to have a permanent establishment in the United Kingdom, all or a part of our profits could be subject to UK corporate tax, which had a maximum rate of 19% for years ended March 31, 2016 until the year ended March 31, 2023.
All but five of the vessels currently owned by us serve as security under our secured debt agreements. If our operating performance declines, we may be required to obtain waivers from our lenders (and other similar counterparties) to avoid default thereunder.
All but 18 of the vessels owned by us as of December 31, 2024, serve as security under our secured debt agreements. If our operating performance declines, we may be required to obtain waivers from our lenders (and other similar counterparties) to avoid default thereunder.
China’s GDP growth rate for the year ended December 31, 2023 was approximately 5.2%, which was an increase from 3.0% for the year ended December 31, 2022. It is possible that China and other countries in the Asia Pacific region will continue to experience volatile, slowed or even negative economic growth in the near future.
China’s GDP growth rate for the year ended December 31, 2024 was approximately 5.0%, which was a decrease from 5.2% for the year ended December 31, 2023. It is possible that China and other countries in the Asia Pacific region will continue to experience volatile, slowed or even negative economic growth in the near future.
As this framework is subject to further negotiation, final approval by the G20, and implementation by each member country, the timing and ultimate impact of any such changes on our tax obligations are uncertain. 31 Table of Contents
As this framework is subject to implementation by each member country, the timing and ultimate impact of any such changes on our tax obligations are uncertain. 31 Table of Contents
The Paris Agreement adopted under the United Nations Framework Convention on Climate Change in December 2015(which the United States rejoined in February 2021), which contemplates commitments from each nation party thereto to take action to reduce greenhouse gas emissions and limit increases in global temperatures, did not include any restrictions or other measures specific to shipping emissions.
The Paris Agreement adopted under the United Nations Framework Convention on Climate Change in December 2015, entered into force in 2016, which contemplates commitments from each nation party thereto to take action to reduce greenhouse gas emissions and limit increases in global temperatures, did not include any restrictions or other measures specific to shipping emissions.
In such case, such payments may be deemed to have violated anti-corruption laws potentially applicable to us, including the UK Bribery Act 2010 (the “Bribery Act”) and the U.S. Foreign Corrupt Practices Act (the “FCPA”).
In such case, such payments may be deemed to have violated anti-corruption laws potentially applicable to us, including the UK Bribery Act 2010, or the Bribery Act, and the U.S. Foreign Corrupt Practices Act, or the FCPA.
While the size of the containership orderbook has declined substantially since its peak in 2008/2009, the containership newbuilding orderbook as of December 31, 2023 represented approximately 26.8% of the total on the water fleet capacity. Further containerships are likely to be ordered.
While the size of the containership orderbook has declined substantially since its peak in 2008/2009, the containership newbuilding orderbook as of December 31, 2024 represented approximately 27.4% of the total on the water fleet capacity. Further containerships are likely to be ordered.
The uncertainty concerning the COVID-19 pandemic and its impact on container shipping and the macro-economic environment has waned significantly over the past year.
The uncertainty concerning the COVID-19 pandemic and its impact on container shipping and the macro-economic environment has waned significantly over the past 18 – 24 months.
Although supply-side fundamentals have generally been improving since 2017, the industry remains vulnerable to an excess of supply of containership capacity and mediocre demand growth. As at December 31, 2023, idle capacity of the global containership fleet was 1.3%, and the global containership orderbook to fleet ratio was 26.8% - weighted heavily towards containerships larger than 10,000 TEU.
Although supply-side fundamentals have generally been improving since 2017, the industry remains vulnerable to an excess of supply of containership capacity and mediocre demand growth. As at December 31, 2024, idle capacity of the global containership fleet was 0.6%, and the global containership orderbook to fleet ratio was 27.4% - weighted heavily towards containerships larger than 10,000 TEU.
Therefore, if we are unable to obtain funds from our subsidiaries, we may not be able to pay dividends, including on our Series B Preferred Shares, or meet our debt service obligations or our other liabilities.
Therefore, if we are unable to obtain funds from our subsidiaries, we may not be able to pay dividends, including on our 8.75% Series B Cumulative Perpetual Preferred Shares (the “Series B Preferred Shares”), or meet our debt service obligations or our other liabilities.
In 2010, demand rebounded, with volume growth of 15.3%. From 2010 through 2023, incorporating the impact of negative growth in 2020 (COVID-19), the rebound in 2021, and further negative growth in 2022 and 2023 (geo-political tensions driving inflationary macro-economic headwinds), CAGR was 2.8%.
In 2010, demand rebounded, with volume growth of 15.3%. From 2010 through 2024, incorporating the impact of negative growth in 2020 (COVID-19), the rebound in 2021, and further negative growth in 2022 and 2023 (geopolitical tensions driving inflationary macro-economic headwinds), and a rebound in 2024, CAGR was 3.0%.
We may be unable to recharter our vessels at profitable rates, if at all, upon their time charter expiry. According to Maritime Strategies International Ltd. (“MSI”), as of December 31, 2023, idle capacity of the global containership fleet was 1.3%, and the overall orderbook-to-fleet ratio stood at 26.8%.
We may be unable to recharter our vessels at profitable rates, if at all, upon their time charter expiry. According to Maritime Strategies International Ltd. (“MSI”), as of December 31, 2024, idle capacity of the global containership fleet was 0.6%, and the overall orderbook-to-fleet ratio stood at 27.4%.
Business Overview—Environmental and Other Regulations”. 22 Table of Contents Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our Environmental, Social and Governance (“ESG”) policies may impose additional costs on us or expose us to additional risks. Companies across all industries are facing increasing scrutiny relating to their ESG policies.
Business Overview—Environmental and Other Regulations”. 22 Table of Contents Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our Environmental, Social and Governance (“ESG”) policies may impose additional costs on us or expose us to additional risks.
Ships constructed on or after September 8, 2017 have been obligated to comply with the standards on or after September 8, 2017. We currently have 67 vessels which have a ballast water management system fitted and one vessel that does not. Furthermore, United States regulations are currently changing. Although the 2013 Vessel General Permit (“VGP”) program and U.S.
Ships constructed on or after September 8, 2017 have been obligated to comply with the standards on or after September 8, 2017. Currently all of our vessels have a ballast water management system fitted. Furthermore, United States regulations are currently changing. Although the 2013 Vessel General Permit (“VGP”) program and U.S.
The compound annual growth rate (“CAGR”) of containerized trade volumes from 2010 through 2023 was 2.8%, incorporating the impact of negative growth in 2020 (COVID-19), the rebound in 2021, and further negative growth in 2022 and 2023 (geo-political tensions driving inflationary macro-economic headwinds).
The compound annual growth rate (“CAGR”) of containerized trade volumes from 2010 through 2024 was 3.0%, incorporating the impact of negative growth in 2020 (COVID-19), a rebound in 2021, further negative growth in 2022 and 2023 (geopolitical tensions driving inflationary macro-economic headwinds), and a further rebound in 2024.
However, global public health threats, such as the reemergence of a COVID-19 outbreak, influenza and other highly communicable diseases or viruses, could adversely impact our operations and our charterers and other counterparties’ ability or willingness to fulfill their obligations to us.
However, global public health threats, pandemics, epidemics, and other disease outbreaks, such as COVID-19, influenza and other highly communicable diseases or viruses, could adversely impact our operations and our charterers and other counterparties’ ability or willingness to fulfill their obligations to us.
Net supply CAGR 2021 through 2023 is estimated at 5.6% and, as of December 31, 2023, the containership fleet was estimated to be 5,906 ships, with an aggregate capacity of approximately 27.9 million TEU.
Net supply CAGR 2021 through 2024 is estimated at 7.5% and, as of December 31, 2024, the containership fleet was estimated to be 6,215 ships, with an aggregate capacity of approximately 30.8 million TEU.
For example, due in part to fears associated with the spread of COVID-19 (as more fully described above), global financial markets experienced significant volatility which may continue as the pandemic evolves or a new COVID-19 variant emerges.
For example, due in part to fears associated with the spread of COVID-19 in 2020, global financial markets experienced significant volatility which may continue as a new COVID-19 variant or new infectious disease emerges.
The factors that influence demand for containership capacity include: • supply and demand for products suitable for shipping in containers; • changes in the patterns of global production and consumption of products transported by containerships; • the changing dynamics of globalization, regionalization, or re-shoring of manufacturing; • global and regional economic and political conditions; • developments in international trade; • changes in seaborne and other transportation patterns, including changes in the distances over which container cargoes are transported, the size of containerships, the extent of trans-shipments and the competitiveness of other forms of marine transportation including dry bulk and refrigerated vessels; • environmental and other legal and regulatory developments; • the price of oil and economics of slow steaming; • the availability of trade finance and currency exchange rates; and • port and canal congestion. 15 Table of Contents The factors that influence the supply of containership capacity include: • the containership newbuilding orderbook; • the availability of financing; • the scrapping rate of containerships; • the number of containerships off-hire or otherwise idle including laid-up; • the price of steel and other raw materials; • changes in environmental and other laws and regulations that may limit the useful life of containerships; • the availability of shipyard capacity; • port and canal congestion; and • the extent of slow steaming.
The primary factors that influence demand for containership capacity include, among others: • supply and demand for products suitable for shipping in containers, including as a result of technological developments which may affect global trade flows and supply chains; • changes in the patterns of global production and consumption of products transported by containerships; • the changing dynamics of globalization, regionalization, or re-shoring of manufacturing; • global and regional economic and political conditions, including weather, natural or other disasters, including health crises such as the COVID-19 pandemic, armed conflicts (including the conflicts in Ukraine and in the Middle East, as well as Houthi attacks in the Red Sea), terrorist activities and strikes; • developments in international trade; • changes in seaborne and other transportation patterns, including changes in the distances over which container cargoes are transported, the size of containerships, the extent of trans-shipments and the competitiveness of other forms of marine transportation including dry bulk and refrigerated vessels; • environmental and other legal and regulatory developments; • the price of oil and economics of slow steaming; • the availability of trade finance and currency exchange rates; and • port and canal congestion. 15 Table of Contents The primary factors that influence the supply of containership capacity include, among others: • the containership newbuilding orderbook; • the availability of financing; • the scrapping rate of containerships; • the number of containerships off-hire or otherwise idle including laid-up; • the price of steel and other raw materials; • changes in environmental and other laws and regulations that may limit the useful life of containerships; • the availability of shipyard capacity; • port and canal congestion; • the extent of slow steaming; and • changes in the environmental and other regulations that may limit the useful lives of vessels.
Our subsidiaries own all of the vessels and payments under charters are made to them. As a result, our ability to pay dividends and meet any debt service obligations and other liabilities depends on the performance of our subsidiaries and their ability to distribute funds to us.
As a result, our ability to pay dividends and meet any debt service obligations and other liabilities depends on the performance of our subsidiaries and their ability to distribute funds to us.
In the third quarter of 2021, more than 130 countries tentatively signed on to a framework that imposes a minimum tax rate of 15%, among other provisions. Qualifying international shipping income is exempt from many aspects of this framework. The framework calls for law enactment by OECD and G20 members in 2022 to take effect in 2023 and 2024.
In the third quarter of 2021, more than 130 countries tentatively signed on to a framework that imposes a minimum tax rate of 15%, among other provisions. Qualifying international shipping income is exempt from many aspects of this framework.
We may be forced to sell some of our vessels for a lesser amount because of these constraints. Moreover, if the book value of a vessel is impaired due to unfavorable market conditions, we may incur a loss that could adversely affect our operating results.
Moreover, if the book value of a vessel is impaired due to unfavorable market conditions, we may incur a loss that could adversely affect our operating results.
Risks Relating to Our Business Operating Revenue Risk We are dependent on our charterers and other counterparties fulfilling their obligations under agreements with us, and their inability or unwillingness to honor these obligations could significantly reduce our revenues and cash flow.
Certain adverse U.S. federal income tax consequences could arise for U.S. holders. 2 Table of Contents Risks Relating to Our Business Operating Revenue Risk We are dependent on our charterers and other counterparties fulfilling their obligations under agreements with us, and their inability or unwillingness to honor these obligations could significantly reduce our revenues and cash flow.
Such expenditures could increase as a result of, among other things, the cost of labor and materials, customer requirements and governmental regulations and maritime self-regulatory organization standards relating to safety, security or the environment.
We may also incur substantial expenditure to improve the specification and commercial characteristics and competitiveness of some of our vessels. Such expenditures could increase as a result of, among other things, the cost of labor and materials, customer requirements and governmental regulations and maritime self-regulatory organization standards relating to safety, security or the environment.
As of December 31, 2023, we had $823.2 million of outstanding indebtedness, being $284.4 million of publicly rated/investment grade 5.69% Senior Secured Notes due 2027 (the “2027 Secured Notes”), $107.3 million of finance leases and $431.5 million of secured credit facilities.
As of December 31, 2024, we had $691.1 million of outstanding indebtedness, being $231.9 million of publicly rated/investment grade 5.69% Senior Secured Notes due 2027 (the “2027 Secured Notes”), $87.3 million of finance leases and $371.9 million of secured credit facilities.
Our inability to dispose of the containership at a reasonable price, or at all, could result in a loss on its sale and harm our business, results of operations and financial condition.
Our inability to dispose of the containership at a reasonable price, or at all, could result in a loss on its sale and harm our business, results of operations and financial condition. We may be forced to sell some of our vessels for a lesser amount because of these constraints.
However, there have been very few judicial cases in the Republic of the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of directors under the law of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain U.S. jurisdictions.
The rights and fiduciary responsibilities of directors under the law of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain U.S. jurisdictions. Shareholder rights may differ as well.
Compliance with these rules will be phased in over time based on our filing status as well as the content of the disclosure and assurance requirements. Although we are in the process of evaluating the new rules, compliance may result in increased legal, accounting, and other compliance-related costs, as well as place strain on our personnel, systems, and resources.
Although we are in the process of evaluating the new rules, compliance may result in increased legal, accounting, and other compliance-related costs, as well as place strain on our personnel, systems, and resources.
These regulatory measures may include the adoption of cap and trade regimes, carbon taxes, increased efficiency standards, and incentives or mandates for renewable energy. Maritime shipping is now included in the European Union Emission Trading Scheme (“EU ETS”) as of 2024 with a phase-in period.
These regulatory measures may include the adoption of cap and trade regimes (of which there are currently around forty five world wide), carbon taxes, increased efficiency standards, and incentives or mandates for renewable energy. Maritime shipping is now included in the EU ETS as of 2024 with a phase-in period.
In any event, any lien imposed may adversely affect our results of operations by delaying the revenue gained from ships. 8 Table of Contents Assets’ Fair Value Risks Vessel values may fluctuate, which may adversely affect our financial condition, result in the incurrence of a loss upon disposal of a vessel or increase the cost of acquiring additional vessels.
Assets’ Fair Value Risks Vessel values may fluctuate, which may adversely affect our financial condition, result in the incurrence of a loss upon disposal of a vessel or increase the cost of acquiring additional vessels.
Effective January 1, 2024, we appointed Technomar, our technical ship manager, as the EU ETS Responsible Entity and amended our technical management agreements with Technomar to expand the scope of its responsibilities, accordingly. Territorial taxonomy regulations in geographies where we are operating and are regulatorily liable, such as EU Taxonomy, might jeopardize the level of access to capital.
Effective January 1, 2024, we appointed Technomar, our technical ship manager, as the EU ETS Responsible Entity and amended our technical management agreements with Technomar to expand the scope of its responsibilities, accordingly.
However, restrictions on shipping emissions are likely to continue to be considered and a new treaty may be adopted in the future that includes additional restrictions on shipping emissions to those already adopted under MARPOL. Any climate control legislation, or other regulatory initiatives that aim to reduce greenhouse gases emissions, may affect our business.
However, restrictions on shipping emissions are likely to continue to be considered and a new treaty may be adopted in the future that includes additional restrictions on shipping emissions to those already adopted under MARPOL.
The same issues will exist in respect of any additional vessels we may acquire either when obtaining the initial charters or on rechartering at their expiry. Public Health Threats Risk Our financial and operating performance may be adversely affected by global public health threats.
The same issues will exist in respect of any additional vessels we may acquire either when obtaining the initial charters or on rechartering at their expiry.
Our corporate affairs are governed by our Amended and Restated Articles of Incorporation and Fourth Amended and Restated Bylaws and by the Business Corporations Act of the Republic of the Marshall Islands, or BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States.
Our corporate affairs are governed by our amended and restated articles of incorporation (the “Amended and Restated Articles of Incorporation”) and fourth amended and restated bylaws (the “Fourth Amended and Restated Bylaws”) and by the Business Corporations Act of the Republic of the Marshall Islands, or BCA.
We and our vessel owning subsidiaries are centrally managed and controlled from outside the United Kingdom and have restricted activities within the United Kingdom. Certain intra-group services will have been provided from within the United Kingdom up to March 31, 2024 and UK corporate tax will be payable on the arm’s-length price for those services.
From April 1, 2023, the main rate increased to 25%. We and our vessel owning subsidiaries are centrally managed and controlled from outside the United Kingdom and have restricted activities within the United Kingdom. Certain intra-group services will have been provided from within the United Kingdom up to March 31, 2024.
Our ability to recharter our containerships upon the expiration of their current charters.
The conditions in the containership sector may also affect our ability to recharter our containerships upon the expiration of their current charters.
The appropriate arm’s-length price in these circumstances may be subject to discussion with the UK taxing authorities. We do not believe that we or our vessel owning subsidiaries are residents of the United Kingdom for UK tax purposes, or that we or our vessel owning subsidiaries have permanent establishments in the United Kingdom.
We do not believe that we or our vessel owning subsidiaries are residents of the United Kingdom for UK tax purposes, or that we or our vessel owning subsidiaries have permanent establishments in the United Kingdom.
Lister, and our Chief Financial Officer, Anastasios Psaropoulos, who collectively have almost 85 years of experience in the shipping industry and have worked with several of the world’s largest shipping, ship leasing and ship management companies.
Our current performance and future success depend to a significant extent upon our Executive Chairman, George Giouroukos, our Chief Executive Officer, Thomas A. Lister, and our Chief Financial Officer, Anastasios Psaropoulos, who collectively have almost 88 years of experience in the shipping industry and have worked with several of the world’s largest shipping, ship leasing and ship management companies.
This could have a material adverse effect on our business, results of operations, financial condition and our ability to pay any cash distributions to our stockholders. Adverse economic conditions, especially in the Asia Pacific region, the European Union or the United States, could harm our business, results of operations and financial condition.
This could have a material adverse effect on our business, results of operations, financial condition and our ability to pay any cash distributions to our stockholders.
Subsidiaries’ Performance Risk We are a holding company and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial and other obligations. We are a holding company and have no significant assets other than the equity interests in our subsidiaries.
High fuel prices could have a material adverse effect on our business, results of operations and financial condition. Subsidiaries’ Performance Risk We are a holding company and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial and other obligations.
Further, we may be obliged to make substantial expenditures to become compliant with changes in the regulatory environment, particularly concerning decarbonization, emission control and ballast water treatment. We may also incur substantial expenditure to improve the specification and commercial characteristics and competitiveness of some of our vessels.
In addition, we will need to make substantial capital expenditures to acquire vessels in accordance with our growth strategy. Further, we may be obliged to make substantial expenditures to become compliant with changes in the regulatory environment, particularly concerning decarbonization, emission control and ballast water treatment.
Several U.S. states have added specific requirements to the Vessel General Permit and, in some cases, may require vessels to install ballast water treatment technology to meet biological performance standards. Compliance with the EPA, U.S.
Several U.S. states have added specific requirements to the Vessel General Permit including submission of a Notice of Intent, or NOI, or retention of a permit Authorization and Record of Inspection (PARI) form and submission of annual reports and, in some cases, may require vessels to install ballast water treatment technology to meet biological performance standards.
Compliance with the Maritime EU ETS will result in additional compliance and administration costs to properly incorporate the provisions of the Directive into our business routines. Additional EU regulations which are part of the EU’s Fit-for-55, such as the Fuel EU Maritime proposal, could also affect our financial position in terms of compliance and administration costs when they take effect.
Additional EU regulations which are part of the EU’s Fit-for-55, such as the new FEUM regulation, will also affect our financial position in terms of compliance and administration costs when they take effect (see below).
We will qualify for the exemption under Section 883 if, among other things, our stock is treated as primarily and regularly traded on an established securities market in the United States.
The imposition of this tax, to the extent not payable by our charterers, could have a negative effect on our business, financial condition and results of operations. We will qualify for the exemption under Section 883 if, among other things, our stock is treated as primarily and regularly traded on an established securities market in the United States.
Our secured credit facilities and finance lease obligations accrue interest based on SOFR, which, in some cases adds a credit adjustment spread, or CAS. Changes in SOFR could affect the amount of interest payable on our debt, and, in turn, could have an adverse effect on our earnings and cash flow.
Our secured credit facilities and finance lease obligations accrue interest based on SOFR, which, in some cases, adds a credit adjustment spread, or CAS.
As part of the phased approach shipping companies will be required to surrender 40% of their 2024 emissions in 2025; 70% of their 2025 emissions in 2026; and 100% of their 2026 emissions in 2027. An ETS costs clause is also being mandated which enables the shipping company to contractually pass on costs of ETS allowances to commercial operators.
As part of the phased approach shipping companies will be required to surrender 40% of their 2024 emissions in 2025; 70% of their 2025 emissions in 2026; and 100% of their 2026 emissions in 2027.
A decrease in the level of imports to and exports from China could adversely affect our business, operating results and financial condition. The current state of the world financial market and current economic conditions could have a material adverse impact on our results of operations, financial condition and cash flows.
The current state of the world financial markets and economic conditions and geopolitical conflicts could have a material adverse impact on our results of operations, financial condition and cash flows.
As at December 31, 2023, but adjusted to include all charters agreed through March 11, 2024, the charters for nine of our containerships, either have expired or could expire before the end of the first half of 2024 and a further nineteen vessels have charters which may expire during the second half of 2024.
As at December 31, 2024, but adjusted to include the last Newly Acquired Vessel, Czech, delivered on January 9, 2025 and all charters agreed through February 28, 2025, and excluding the three vessels agreed to be sold in 2025, Tasman, Akiteta, Keta, the charters for eleven of our containerships either have expired or could expire before the end of the first half of 2025 and a further five vessels have charters which may expire during the second half of 2025.
On October 26, 2020, the EPA published a Notice of Proposed Rulemaking for Vessel Incident Discharge National Standards of Performance under VIDA, and in November 2020, held virtual public meetings, but a final rule has not been promulgated. The new regulations could require the installation of new equipment, which may cause us to incur substantial costs.
On October 26, 2020, the EPA published a Notice of Proposed Rulemaking for Vessel Incident Discharge National Standards of Performance under VIDA, and in November 2020, held virtual public meetings.
Risk Factor Summary • We are dependent on our charterers and other counterparties fulfilling their obligations under agreements with us, and their inability or unwillingness to honor these obligations could significantly reduce our revenues and cash flow. • Our growth depends on continued growth in the demand for containerships, our ability to purchase additional vessels and obtain new charters.
Risk Factor Summary • We are dependent on our charterers and other counterparties fulfilling their obligations under agreements with us, and their inability or unwillingness to honor these obligations could significantly reduce our revenues and cash flow. • Significant demands may be placed on us as a result of possible future acquisitions of additional vessels.
As at December 31, 2023, but adjusted to include charters agreed through March 11, 2024, the charters for nine of our containerships either have expired or could expire before the end of the first half of 2024 and a further nineteen vessels have charters which may expire during the second half of 2024.
As at December 31, 2024, but adjusted to include the last Newly Acquired Vessel, Czech, delivered on January 9, 2025 and all charters agreed through February 28, 2025, and excluding the three vessels agreed to be sold in 2025, Tasman, Akiteta, Keta, the charters for eleven of our containerships either have expired or could expire before the end of the first half of 2025 and a further five vessels have charters which may expire during the second half of 2025.
Any significant interruption or failure of our information systems or any significant breach of security could adversely affect our business and results of operations. Risks Relating to Our Industry Our growth and long-term profitability depend mainly upon growth in demand for containerships, the condition of the charter market and the availability of capital.
Risks Relating to Our Industry The container shipping industry is cyclical and volatile and our growth and long-term profitability depend mainly upon growth in demand for containerships, the condition of the charter market and the availability of capital. The container shipping industry is both seasonal and cyclical.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeBusiness Overview Our Fleet The table below provides certain information about our fleet of 68 containerships as of December 31, 2023, including charters agreed up to March 11, 2024: Vessel Name Capacity in TEUs Lightweight (tons) Year Built Charterer Earliest Charter Expiry Date Latest Charter Expiry Date (2) Daily Charter Rate $ CMA CGM Thalassa 11,040 38,577 2008 CMA CGM 4Q25 2Q26 47,200 ZIM Norfolk (1) 9,115 31,764 2015 ZIM 2Q27 4Q27 65,000 Anthea Y (1) 9,115 31,890 2015 MSC 3Q25 4Q25 Footnote (3) ZIM Xiamen (1) 9,115 31,820 2015 ZIM 3Q27 4Q27 65,000 MSC Tianjin 8,603 34,325 2005 MSC 3Q27 4Q27 19,000 (4) MSC Qingdao 8,603 34,609 2004 MSC 3Q27 3Q27 23,000 (4) GSL Ningbo 8,603 34,340 2004 MSC 3Q27 4Q27 (5) Footnote (5) GSL Alexandra 8,544 37,777 2004 Maersk 3Q25 3Q26 Footnote (6) GSL Sofia 8,544 37,777 2003 Maersk 3Q25 3Q26 Footnote (6) GSL Effie 8,544 37,777 2003 Maersk 3Q25 3Q26 Footnote (6) GSL Lydia 8,544 37,777 2003 Maersk 2Q25 3Q26 Footnote (6) GSL Eleni 7,847 29,261 2004 Maersk 3Q24 1Q25 16,500 GSL Kalliopi 7,847 29,105 2004 Maersk 3Q24 4Q24 18,900 GSL Grania 7,847 29,190 2004 Maersk 3Q24 1Q25 17,750 Mary (tbr Colombia Express) (1) (17) 6,927 23,424 2013 Hapag-Lloyd (7) 4Q28 1Q31 (7) Footnote (7) Kristina (1) 6,927 23,421 2013 CMA CGM (7) 3Q29 4Q31 (7) 25,910 (7) Katherine (1) 6,927 23,403 2013 CMA CGM (7) 2Q29 2Q31 (7) 25,910 (7) Alexandra (1) 6,927 23,348 2013 CMA CGM (7) 2Q29 3Q31 (7) 25,910 (7) Alexis (1) 6,882 23,919 2015 CMA CGM (7) 2Q29 3Q31 (7) 25,910 (7) Olivia I (1) 6,882 23,864 2015 CMA CGM (7) 2Q29 3Q31 (7) 25,910 (7) GSL Christen 6,840 27,954 2002 OOCL 3Q24 4Q24 20,500 GSL Nicoletta 6,840 28,070 2002 Maersk 3Q24 1Q25 35,750 CMA CGM Berlioz 6,621 26,776 2001 CMA CGM 4Q25 2Q26 37,750 Agios Dimitrios 6,572 24,931 2011 MSC 2Q27 3Q27 20,000 (4) GSL Vinia 6,080 23,737 2004 Maersk 3Q24 1Q25 13,250 GSL Christel Elisabeth 6,080 23,745 2004 Maersk 2Q24 1Q25 13,250 GSL Dorothea 5,992 24,243 2001 Maersk 1Q25 3Q26 18,600 (8) GSL Arcadia 6,008 24,858 2000 Maersk 1Q25 1Q26 18,600 (8) GSL Violetta 6,008 24,873 2000 Maersk 4Q24 4Q25 18,600 (8) GSL Maria 6,008 24,414 2001 Maersk 4Q24 1Q27 18,600 (8) GSL MYNY 6,008 24,873 2000 Maersk 3Q24 1Q26 18,600 (8) GSL Melita 6,008 24,848 2001 Maersk 3Q25 3Q26 18,600 (8) GSL Tegea 5,992 24,308 2001 Maersk 3Q25 3Q26 18,600 (8) Tasman 5,936 25,010 2000 Maersk 1Q25 1Q25 20,000 (9) Zim Europe (tbr Dimitris Y) (17) 5,936 25,010 2000 ZIM 1Q24 2Q24 24,250 Ian H 5,936 25,128 2000 ZIM 2Q24 4Q24 32,500 GSL Tripoli 5,470 22,259 2009 Maersk 4Q24 4Q27 36,500 (10) GSL Kithira 5,470 22,108 2009 Maersk 4Q24 1Q28 36,500 (10) GSL Tinos 5,470 22,067 2010 Maersk 4Q24 4Q27 36,500 (10) GSL Syros 5,470 22,098 2010 Maersk 4Q24 4Q27 36,500 (10) Dolphin II 5,095 20,596 2007 OOCL 1Q25 3Q25 53,500 Orca I 5,095 20,633 2006 Maersk 2Q25 3Q25 21,000 (11) CMA CGM Alcazar 5,089 20,087 2007 CMA CGM 3Q26 1Q27 35,500 GSL Château d’If 5,089 19,994 2007 CMA CGM 4Q26 1Q27 35,500 GSL Susan 4,363 17,309 2008 CMA CGM 3Q27 1Q28 Footnote (12) CMA CGM Jamaica 4,298 17,272 2006 CMA CGM 1Q28 2Q28 Footnote (12) CMA CGM Sambhar 4,045 17,429 2006 CMA CGM 1Q28 2Q28 Footnote (12) CMA CGM America 4,045 17,428 2006 CMA CGM 1Q28 2Q28 Footnote (12) GSL Rossi 3,421 16,420 2012 ZIM 1Q26 3Q26 36,474 (13) GSL Alice 3,421 16,543 2014 CMA CGM 2Q25 2Q25 20,500 GSL Eleftheria 3,404 16,642 2013 Maersk 3Q25 4Q25 37,975 GSL Melina 3,404 16,703 2013 Hapag-Lloyd 2Q24 3Q24 21,000 GSL Valerie 2,824 11,971 2005 ZIM 1Q25 3Q25 32,939 (14) Matson Molokai 2,824 11,949 2007 Matson 2Q25 3Q25 36,600 GSL Lalo 2,824 11,950 2006 MSC 1Q24 2Q24 17,500 GSL Mercer 2,824 11,970 2007 ONE 4Q24 2Q25 35,750 Athena 2,762 13,538 2003 Hapag-Lloyd 2Q24 2Q24 21,500 GSL Elizabeth 2,741 11,507 2006 Unifeeder 1Q24 2Q24 15,250 Beethoven (tbr GSL Chloe) (17) 2,546 12,212 2012 ONE 4Q24 1Q25 33,000 GSL Maren 2,546 12,243 2014 Swire 1Q24 1Q24 18,200 Maira 2,506 11,453 2000 Hapag-Lloyd 3Q24 4Q24 16,000 Nikolas 2,506 11,370 2000 Maersk 4Q24 4Q24 14,250 (15) Newyorker 2,506 11,463 2001 CMA CGM 1Q24 3Q24 20,700 Manet 2,272 11,727 2001 OOCL 4Q24 2Q25 32,000 Keta 2,207 11,731 2003 CMA CGM 1Q25 1Q25 25,000 Julie 2,207 11,731 2002 MSC 2Q25 3Q25 Footnote (16) Kumasi 2,207 11,791 2002 Wan Hai 1Q25 2Q25 38,000 Akiteta 2,207 11,731 2002 OOCL 4Q24 1Q25 32,000 34 Table of Contents (1) Modern design, high reefer capacity, fuel-efficient vessel.
Biggest changeCharters agreed up to February 28, 2025 are included below: Vessel Name Capacity in TEUs Lightweight (tons) Year Built Charterer Earliest Charter Expiry Date Latest Charter Expiry Date (2) Daily Charter Rate $ CMA CGM Thalassa 11,040 38,577 2008 CMA CGM 3Q28 4Q28 47,200 (3) ZIM Norfolk (1) 9,115 31,764 2015 ZIM 2Q27 4Q27 65,000 Anthea Y (1) 9,115 31,890 2015 MSC 3Q25 4Q25 Footnote (4) ZIM Xiamen (1) 9,115 31,820 2015 ZIM 3Q27 4Q27 65,000 Sydney Express (1) 9,019 31,254 2016 Hapag-Lloyd (5) 1Q26 4Q29 Footnote (5) Istanbul Express (1) 9,019 31,380 2016 Hapag-Lloyd (5) 3Q26 2Q30 Footnote (5) Bremerhaven Express (1) 9,019 31,199 2015 Hapag Lloyd (5) 1Q26 3Q29 Footnote (5) Czech 9,019 31,319 2015 Hapag-Lloyd (5) 4Q26 3Q30 Footnote (5) MSC Tianjin 8,603 34,243 2005 MSC (6) 3Q27 4Q27 Footnote (6) MSC Qingdao 8,603 34,585 2004 MSC (6) 3Q27 4Q27 Footnote (6) GSL Ningbo 8,603 34,340 2004 MSC 3Q27 1Q28 Footnote (7) GSL Alexandra 8,544 37,809 2004 Maersk 2Q26 3Q26 Footnote (8) GSL Sofia 8,544 37,777 2003 Maersk 3Q26 3Q26 Footnote (8) GSL Effie 8,544 37,777 2003 Maersk 3Q26 3Q26 Footnote (8) GSL Lydia 8,544 37,777 2003 Maersk 2Q26 3Q26 Footnote (8) GSL Eleni 7,847 29,261 2004 Maersk 4Q27 2Q29 Footnote (9) GSL Kalliopi 7,847 29,261 2004 Maersk 1Q28 2Q29 Footnote (9) GSL Grania 7,847 29,261 2004 Maersk 1Q28 3Q29 17,750 (9) Colombia Express (ex Mary) (1) 7,072 23,424 2013 Hapag-Lloyd (10) 4Q28 1Q31 Footnote (10) Panama Express (ex Kristina) (1) 7,072 23,421 2013 Hapag-Lloyd (10) 4Q29 4Q31 Footnote (10) Costa Rica Express (ex Katherine) (1) 7,072 23,403 2013 Hapag-Lloyd (10) 2Q29 3Q31 Footnote (10) Nicaragua Express (ex Alexandra) (1) 7,072 23,348 2013 Hapag-Lloyd (10) 3Q29 4Q31 Footnote (10) CMA CGM Berlioz 7,023 26,776 2001 CMA CGM 4Q25 2Q26 37,750 Mexico Express (ex Alexis) (1) 6,910 23,970 2015 Footnote (10) 3Q29 4Q31 Footnote (10) Jamaica Express (ex Olivia I) (1) 6,910 23,915 2015 Hapag-Lloyd (10) 3Q29 4Q31 Footnote (10) GSL Christen 6,858 27,954 2002 Maersk 4Q27 1Q28 Footnote (11) GSL Nicoletta 6,858 28,070 2002 Maersk 1Q28 2Q28 Footnote (11) Agios Dimitrios 6,572 24,931 2011 MSC (6) 2Q27 3Q27 Footnote (6) GSL Vinia 6,080 23,737 2004 Maersk 1Q28 4Q29 13,250 (12) GSL Christel Elisabeth 6,080 23,745 2004 Maersk 1Q28 3Q29 13,250 (12) GSL Arcadia 6,008 24,858 2000 Maersk 3Q25 1Q26 12,900 (13) GSL Violetta 6,008 24,873 2000 Maersk 2Q25 4Q25 12,900 (13) GSL Maria 6,008 24,414 2001 Maersk 4Q25 1Q27 12,900 (13) GSL MYNY 6,008 24,876 2000 Maersk 2Q25 1Q26 12,900 (13) GSL Melita 6,008 24,859 2001 Maersk 1Q26 3Q26 12,900 (13) GSL Tegea 5,994 24,308 2001 Maersk 1Q26 3Q26 12,900 (13) GSL Dorothea 5,994 24,243 2001 Maersk 1Q26 3Q26 12,900 (13) Tasman (20) 5,936 25,010 2000 Maersk 1Q25 1Q25 21,500 Dimitris Y (ex Zim Europe) 5,936 25,010 2000 ONE 2Q25 3Q25 33,900 Ian H 5,936 25,128 2000 COSCO 4Q27 4Q27 Footnote (14) GSL Tripoli 5,470 22,109 2009 Maersk 3Q27 4Q27 17,250 GSL Kithira 5,470 22,259 2009 Maersk 4Q27 1Q28 17,250 GSL Tinos 5,470 22,068 2010 Maersk 3Q27 4Q27 17,250 GSL Syros 5,470 22,099 2010 Maersk 4Q27 4Q27 17,250 Dolphin II 5,095 20,596 2007 OOCL 1Q25 3Q25 53,500 Orca I 5,095 20,633 2006 Maersk 2Q25 4Q25 21,000 CMA CGM Alcazar 5,089 20,087 2007 CMA CGM 3Q26 1Q27 35,500 GSL Château d’If 5,089 19,994 2007 CMA CGM 4Q26 1Q27 35,500 GSL Susan 4,363 17,309 2008 CMA CGM 3Q27 1Q28 Footnote (15) CMA CGM Jamaica 4,298 17,272 2006 CMA CGM 1Q28 2Q28 Footnote (15) CMA CGM Sambhar 4,045 17,355 2006 CMA CGM 1Q28 2Q28 Footnote (15) CMA CGM America 4,045 17,355 2006 CMA CGM 1Q28 2Q28 Footnote (15) GSL Rossi 3,421 16,420 2012 ZIM 1Q26 3Q26 35,311 (16) GSL Alice 3,421 16,543 2014 CMA CGM 2Q28 3Q28 20,500 (3) GSL Eleftheria 3,421 16,642 2013 Maersk 3Q25 4Q25 37,975 GSL Melina 3,404 16,703 2013 Maersk 4Q26 4Q26 29,900 Athena 2,980 13,538 2003 MSC 2Q25 3Q25 17,500 GSL Valerie 2,824 11,971 2005 ZIM 3Q27 4Q27 32,000 (17) GSL Mamitsa (ex Matson Molokai) 2,824 11,949 2007 Matson 2Q25 3Q25 36,600 GSL Lalo 2,824 11,950 2006 MSC 2Q25 3Q25 18,000 GSL Mercer 2,824 11,970 2007 ONE 1Q27 2Q27 35,750 (18) GSL Elizabeth 2,741 11,530 2006 Maersk 2Q26 2Q26 20,360 GSL Chloe (ex Beethoven) 2,546 12,212 2012 ONE 1Q27 2Q27 33,000 (18) GSL Maren 2,546 12,243 2014 OOCL 1Q26 2Q26 16,500 Maira 2,506 11,453 2000 CMA CGM 4Q26 1Q27 26,000 Nikolas 2,506 11,370 2000 CMA CGM 4Q26 1Q27 26,000 Newyorker 2,506 11,463 2001 Maersk 1Q25 2Q25 17,250 Manet 2,288 11,534 2001 OOCL 3Q26 4Q26 24,000 Kumasi 2,220 11,652 2002 Wan Hai 1Q25 2Q25 38,000 Akiteta (20) 2,220 11,592 2002 OOCL 1Q25 1Q25 32,000 Keta (20) 2,207 11,731 2003 CMA CGM 1Q25 1Q25 25,000 Julie 2,207 11,731 2002 MSC 2Q25 3Q25 Footnote (19) 34 Table of Contents (1) Modern design, high reefer capacity, fuel-efficient “ECO” vessel.
If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, drydocking or special survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable which could cause us to be in violation of certain covenants in our loan agreements.
If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, drydocking or special survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable which could cause us to be in violation of certain covenants in our loan agreements.
Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on our financial condition and results of operations. 39 Table of Contents The following table shows the classification societies for our vessels and lists the month by which they need to have completed their next drydocking.
Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on our financial condition and results of operations. 39 Table of Contents The following table shows the classification societies for our vessels and lists the date by which they need to have completed their next drydocking.
These include the “Energy Efficiency Design Index,” which is mandatory for newbuilding vessels, and the “Ship Energy Efficiency Management Plan,” which is mandatory for all vessels. Under these measures, by 2025, all new ships built will be 30% more energy efficient than those built in 2014.
These include the “Energy Efficiency Design Index,” (EEDI) which is mandatory for newbuilding vessels, and the “Ship Energy Efficiency Management Plan,” (SEEMP) which is mandatory for all vessels. Under these measures, by 2025, all new ships built will be 30% more energy efficient than those built in 2014.
Commencing January 1, 2024, we will also pay Technomar a fee of EUR 7,500, per annum per vessel, pro rata, for the provision of additional services relating to our compliance with EU ETS requirements, such services including, among others, gathering emissions data, calculating emissions allowances, reporting verified emissions data to the relevant authorities, and managing EU ETS accounts on our behalf.
Commencing January 1, 2024, we also pay Technomar a fee of EUR 7,500, per annum per vessel, pro rata, for the provision of additional services relating to our compliance with EU ETS requirements, such services including, among others, gathering and monitoring emissions data, calculating emissions allowances, reporting verified emissions data to the relevant authorities, and managing and monitoring EU ETS trading accounts on our behalf.
Contract cover for each ship is for a firm period of at least three years from the date each vessel was delivered in 2021, with charterers holding a one-year extension option on each charter (at a rate of $12,900 per day), followed by a second option (at a rate of $12,700 per day) with the period determined by – and terminating prior to – each vessel’s 25 th year drydocking & special survey.
Contract cover for each ship is for a firm period of at least three years from the date each vessel was delivered in 2021, with charterers holding a one-year extension option on each charter (at a rate of $12,900 per day), followed by a second option (at a rate of $12,700 per day) with the period determined by – and terminating prior to – each vessel’s 25th year drydocking & special survey.
The Latest Charter Expiry Dates shown in this table have been adjusted to reflect offhire accrued up to December 31, 2023 plus estimated offhire scheduled to occur during the remaining lifetimes of the respective charters.
The Latest Charter Expiry Dates shown in this table have been adjusted to reflect offhire accrued up to December 31, 2024, plus estimated offhire scheduled to occur during the remaining lifetimes of the respective charters.
We pay Technomar a daily management fee of Euro 785 from January 1, 2024, compared to Euro 750 for 2023, per vessel, payable in U.S. dollars, which, in addition to the technical ship management services noted above, includes administrative support services provided to us including accounting and financial reporting, treasury management and legal services.
We pay Technomar a daily management fee of Euro 820 from January 1, 2025, compared to Euro 785 for 2024, per vessel, payable in U.S. dollars, which, in addition to the technical ship management services noted above, includes administrative support services provided to us including accounting and financial reporting, treasury management and legal services.
Additionally, in November 2020, MEPC 75 adopted amendments to the BWM Convention which would require a commissioning test of the ballast water management system for the initial survey or when performing an additional survey for retrofits. This analysis will not apply to ships that already have an installed BWM system certified under the BWM Convention.
Additionally, in November 2020, MEPC 75 adopted amendments to the BWM Convention requiring a commissioning test of the ballast water management system for the initial survey or when performing an additional survey for retrofits. This analysis will not apply to ships that already have an installed BWM system certified under the BWM Convention.
On December 29, 2022, we entered into a new At Market Issuance Sales Agreement with B. Riley Securities, Inc. (the “Agent”), pursuant to which we may offer and sell, from time to time, up to $150.0 million of our Depositary Shares (the “New Depositary Shares ATM Program”).
On December 29, 2022, we entered into a At Market Issuance Sales Agreement with B. Riley Securities, Inc., pursuant to which we may offer and sell, from time to time, up to $150.0 million of our Depositary Shares (the “Depositary Shares ATM Program”).
The number of these days varies from 20 to 90 days and depends on the relevant charter agreement. Some of our charters provide that we can in some circumstances provide a substitute vessel during an anticipated extended period of off-hire.
The number of these days varies from 40 to 180 days and depends on the relevant charter agreement. Some of our charters provide that we can in some circumstances provide a substitute vessel during an anticipated extended period of off-hire.
A vessel generally will be deemed to be off-hire if there is an occurrence that affects the full working condition of the vessel, including: • any drydocking for repairs, maintenance or classification society inspection; • any damage, defect, breakdown or deficiency of the ship’s hull, machinery or equipment or repairs or maintenance thereto; • any deficiency of the ship’s master, officers and/or crew, including the failure, refusal or inability of the ship’s master, officers and/or crew to perform the service immediately required, whether or not within its control; • its deviation, other than to save life or property, which results in the charterer’s lost time; • crewing labor boycotts or certain vessel arrests; or • our failure to maintain the vessel in compliance with the charter’s requirements, such as maintaining operational certificates. 36 Table of Contents Ship Management and Maintenance Under each of our time charters, we are responsible for the operation and technical management of each vessel, which includes crewing, provision of lubricating oils, maintaining the vessel, periodic drydocking and performing work required by regulations.
A vessel generally will be deemed to be off-hire if there is an occurrence that affects the full working condition of the vessel, including, among other things: • certain drydocking for repairs, maintenance or classification society inspection; • any damage, defect, breakdown or deficiency of the ship’s hull, machinery or equipment or repairs or maintenance thereto; • any deficiency of the ship’s master, officers and/or crew, including the failure, refusal or inability of the ship’s master, officers and/or crew to perform the service immediately required, whether or not within its control; • its deviation, other than to save life or property, which results in the charterer’s lost time; • crewing labor boycotts, strikes, or certain vessel arrests; or • governmental restrictions, prohibitions, or regulations relating to the vessel’s flag, ownership, management, or crewing; • arrest or detention of the vessel by a third-party; or • our failure to maintain the vessel in compliance with the charter’s requirements, such as maintaining operational certificates. 36 Table of Contents Ship Management and Maintenance Under each of our time charters, we are responsible for the operation and technical management of each vessel, which includes crewing, lubricating oils, maintaining the vessel, periodic drydocking and performing work required by regulations.
Each ship management agreement provides that we have the right to audit the accounts of our ship manager to verify the costs incurred. The ship managers have agreed to maintain our vessels so that they remain in class with valid certification.
We reimburse the ship managers for the costs they incur on our behalf. Each ship management agreement provides that we have the right to audit the accounts of our ship manager to verify the costs incurred. The ship managers have agreed to maintain our vessels so that they remain in class with valid certification.
From January 1, 2020, the IMO mandated global sulfur cap of 0.5% m/m was implemented. Vessels comply either by being fitted with exhaust gas cleaning systems (“scrubbers”), allowing the vessel to continue to use less expensive, higher sulfur content fuel or by burning more expensive, low sulfur fuel.
Additional ECAs could be established in the future. From January 1, 2020, the IMO mandated global sulfur cap of 0.5% m/m was implemented. Vessels comply either by being fitted with exhaust gas cleaning systems (“scrubbers”), allowing the vessel to continue to use less expensive, higher sulfur content fuel or by burning more expensive, low sulfur fuel.
During the year ended December 31, 2022, we repurchased an aggregate of 1,060,640 Class A common shares under the Share Repurchase Program for an average purchase price of $18.87 per share, for a total of $20.0 million under the Share Repurchase Program. During the year ended December 31, 2022, 586,819 Class A common shares were issued under the 2019 Plan.
During the year ended December 31, 2022, we repurchased an aggregate of 1,060,640 Class A common shares under the Share Repurchase Program for an average purchase price of $18.87 per share, for a total of $20.0 million.
Under OPA and CERCLA, the liability of responsible parties is limited to a specified amount, which is periodically updated. On December 23, 2022, the USCG adjusted the limits of OPA liability for non-tank vessels to the greater of $1,300 per gross ton or $1,076,000 (subject to periodic adjustment for inflation).
Under OPA and CERCLA, the liability of responsible parties is limited to a specified amount, which is periodically updated. Effective March 2023, the USCG adjusted the limits of OPA liability for non-tank vessels to the greater of $1,300 per gross ton or $1,076,000 (subject to periodic adjustment for inflation).
We expect that additional vessels that we may acquire in the future will also be managed under a CCMA on substantially similar terms. Please see “Item 7. Major Shareholders and Related Party Transactions — B.
We expect that additional vessels that we may acquire in the future will also be managed under a CCMA on substantially similar terms. For additional information on the CCMA, including term and termination provisions, please see “Item 7. Major Shareholders and Related Party Transactions — B.
This follows dividends of $0.375 per Class A common share paid for each of the first, second and third quarters of 2023.
This follows dividends of $0.375 per Class A common share paid for the first quarter of 2024 and $0.45 per Class A common share paid for each of the second and third quarters of 2024.
In March 2022, our Board of Directors authorized our repurchase of up to $40.0 million common shares, to be utilized on an opportunistic basis (our “Share Repurchase Program”).
Business Overview.” Class A Common Shares In March 2022, our Board of Directors authorized our repurchase of up to $40.0 million common shares, to be utilized on an opportunistic basis (our “Share Repurchase Program”).
The CCMA also provides for Conchart to be the named broker in each memorandum of agreement (or equivalent agreement) for the sale of all vessels and purchase of some vessels, at a commission of 1.00% based on the sale and purchase price for any sale and purchase of a vessel.
The CCMA also provides for Conchart to be the named broker in each memorandum of agreement (or equivalent agreement) for the sale of all vessels and purchase of some vessels, at a commission of 1.00% based on the sale and purchase price for any sale and purchase of a vessel, which shall be payable upon request of the commercial manager.
The commercial management of all of our vessels is provided by Conchart pursuant to a commercial management agreement (the “CCMA”). Under each CCMA, we have agreed to pay Conchart a commission of 1.25% on all monies earned under each charter fixture.
Commercial management also includes negotiating sale and purchase transactions. The commercial management of all of our vessels is provided by Conchart pursuant to a commercial management agreement (the “CCMA”). Under each CCMA, we have agreed to pay Conchart a commission of 1.25% on all monies earned under each charter fixture.
The 2023 IMO GHG Strategy identifies a number of levels of ambition, including: (1) decline of carbon intensity through further improvement of the energy efficiency for new ships; (2) decline of carbon intensity of international shipping, to reduce CO2 emissions by at least 40% by 2030, compared to 2008; (3) uptake of zero or near-zero GHG emission technologies, fuels, and/or energy sources, striving to represent 10% of the energy sources used by international shipping by 2030; and (4) to reach net-zero GHG emission by or around 2050.
The 2023 IMO GHG Strategy identifies a number of levels of ambition, including: (i) decline of carbon intensity through further improvement of the energy efficiency for new ships; (ii) decline of carbon intensity of international shipping, to reduce CO2 emissions by at least 40% by 2030, compared to 2008; (iii) uptake of zero or near-zero Green House Gas (“GHG”) emission technologies, fuels, and/or energy sources, striving to represent 10% of the energy sources used by international shipping by 2030; and (iv) to reach net-zero GHG emission by or around 2050.
The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016 and does not directly limit greenhouse gas emissions from ships. The U.S. officially rejoined the Paris Agreement on February 19, 2021.
The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016 and does not directly limit greenhouse gas emissions from ships.
Commercial Management Commercial management of vessels includes evaluating possible daily rate and duration of future employment, marketing a vessel for such employment, agreeing the detailed terms of a new charter or extension of an existing charter, administering the conduct of the charter including collection of charter-hire where necessary. Commercial management also includes negotiating sale and purchase transactions.
Related Party Transactions—Ship Management Agreements.” Commercial Management Commercial management of vessels includes evaluating possible daily rate and duration of future employment, marketing a vessel for such employment, agreeing the detailed terms of a new charter or extension of an existing charter, administering the conduct of the charter including collection of charter-hire where necessary.
On October 26, 2020, the EPA published a Notice of Proposed rulemaking for Vessel Incidental Discharge National Standards of Performance under VIDA, and in November 2020, held virtual public meetings, but a final rule has not been promulgated.
On October 26, 2020, the EPA published a Notice of Proposed rulemaking for Vessel Incidental Discharge National Standards of Performance under VIDA, and in November 2020, held virtual public meetings.
We are responsible for the payment of all premiums. See “—Risk of Loss and Liability Insurance.” Inspection by Classification Societies The hull and machinery of every commercial vessel must be classed by a classification society authorized by the vessel’s country of registry.
See “—Risk of Loss and Liability Insurance.” Inspection by Classification Societies The hull and machinery of every commercial vessel must be classed by a classification society authorized by the vessel’s country of registry.
These amendments became effective on June 1, 2022. We will be required to incur significant costs to install these ballast water treatment systems on all our vessels before the applicable due dates.
We will be required to incur significant costs to install these ballast water treatment systems on all our vessels before the applicable due dates.
We were formed in 2007 pursuant to the Marshall Islands Business Corporations Act to purchase and charter back 17 containerships then owned or to be purchased by CMA CGM, at that time the third largest containership operator in the world by number of vessels.
We were formed in 2007 pursuant to the Marshall Islands Business Corporations Act to purchase and charter back 17 containerships then owned or to be purchased by CMA CGM, at that time the third largest containership operator in the world by number of vessels. On August 14, 2008, we merged indirectly with Marathon Acquisition Corp.
These regulations could cause us to incur additional substantial expenses. The EU made a unilateral commitment to reduce overall greenhouse gas emissions from its member states from 20% of 1990 levels by 2020. The EU also committed to reduce its emissions by 20% under the Kyoto Protocol’s second period from 2013 to 2020.
The EU made a unilateral commitment to reduce overall greenhouse gas emissions from its member states from 20% of 1990 levels by 2020. The EU also committed to reduce its emissions by 20% under the Kyoto Protocol’s second period from 2013 to 2020.
In addition, S&P Global Ratings revised our outlook to positive and affirmed its long-term issued credit rating at ‘BB’, and the Kroll Bond Rating Agency affirmed both our BB corporate rating with a stable outlook, as well as the BBB/stable investment grade rating and outlook for the $350.0 million 5.69% Senior Secured Notes due 2027.
In addition, S&P Global Ratings upgraded our long-term issuer credit rating to BB+ from BB, with a stable outlook, and the Kroll Bond Rating Agency upgraded our corporate rating to BB+ from BB, maintaining its stable outlook and also affirmed the BBB/stable investment grade rating and outlook for the $350.0 million 5.69% Senior Secured Notes due 2027.
Each of our vessels is owned by a separate wholly-owned subsidiary. 23 vessels are owned by companies incorporated in Marshall Islands; one of them is under sale and leaseback transaction and while the disponent owner is a Marshall Island company, its registered owner is a Hong Kong non GSL company. 45 vessels are owned by companies incorporated in Liberia; five of them are under sale and leaseback transactions and while the disponent owners are Liberian companies, their registered owners are Hong Kong ( four ) and Liberia ( one ) non GSL companies.
Each of our vessels is owned by a separate wholly-owned subsidiary. 22 vessels are owned by companies incorporated in Marshall Islands. 48 vessels are owned by companies incorporated in Liberia; eight of them are under sale and leaseback transactions and while the disponent owners are Liberian companies, their registered owners are Hong Kong (eight) non GSL companies.
Contract cover for each vessel is for a minimum firm period of 24 months from the date each vessel was delivered, with charterers holding one year extension options. The vessels are chartered at confidential rates.
Contract cover for each vessel is for a minimum firm period of 24 months from the date each vessel was delivered, with charterers holding one year extension options. GSL Sofia and GSL Effie options were exercised in January 2025. GSL Alexandra and GSL Lydia options were exercised in February 2025. The vessels are chartered at confidential rates.
Depositary Shares On August 20, 2014, we issued 1,400,000 Depositary Shares (the “Depositary Shares”), each of which represents 1/100th of one share of the Company's 8.75% Series B Cumulative Perpetual Preferred Shares (“Series B Preferred Shares”) representing an interest in a total of 14,000 Series B Preferred Shares, par value $0.01 per share, with a liquidation preference of $2,500.00 per share (equivalent to $25.00 per Depositary Share), priced at $25.00 per Depositary Share (NYSE:GSL-B).
As at December 31, 2024, there were 35,447,370 Class A common shares outstanding. 32 Table of Contents Depositary Shares On August 20, 2014, we issued 1,400,000 Depositary Shares (the “Depositary Shares”), each of which represents 1/100th of one share of the Company's Series B Preferred Shares representing an interest in a total of 14,000 Series B Preferred Shares, par value $0.01 per share, with a liquidation preference of $2,500.00 per share (equivalent to $25.00 per Depositary Share), priced at $25.00 per Depositary Share (NYSE:GSL-B).
Operations and Expenses As owners, we are required to maintain each vessel in class and in an efficient state of hull and machinery and are responsible for vessel costs such as crewing, lubricating oil, maintenance, insurance and drydocking. The charterer is responsible for the voyage costs, which includes bunker fuel, stevedoring, port charges and towage.
Operations and Expenses As owners, we are required to maintain each vessel in class and in an efficient state of hull and machinery and are responsible for vessel costs such as crewing, lubricating oil, maintenance, insurance and drydocking.
On the closing of the Poseidon Transaction, we issued as consideration 3,005,603 Class A common shares and 250,000 Series C Preferred Shares, which were converted to an aggregate of 12,955,188 Class A common shares in January 2021, and assumed debt in the amount of $509.7 million.
On November 15, 2018, we completed a transformative transaction by which we acquired 20 containerships, one of which was contracted to be sold, which we refer to as the “Poseidon Transaction.” On the closing of the Poseidon Transaction, we issued as consideration 3,005,603 Class A common shares and 250,000 Series C Preferred Shares, which were converted to an aggregate of 12,955,188 Class A common shares in January 2021, and assumed debt in the amount of $509.7 million.
In addition, GSLS, a company incorporated in England and Wales and which is directly wholly owned by the holding company, and GSL Enterprises Ltd., a Marshall Islands corporation which has established a branch office in Greece pursuant to the provisions of art. 25 of Law 27/1975 (formerly law 89/1967), provide certain administrative services to the group.
In addition, GSLS, a company incorporated in England and Wales, provided certain administrative services to the group until its dissolution on September 24, 2024. GSL Enterprises Ltd., a Marshall Islands corporation which has established a branch office in Greece pursuant to the provisions of art. 25 of Law 27/1975 (formerly law 89/1967), provides certain administrative services to the group.
Caribbean Sea ECA as well as ECAs designated in the future by the IMO. At MEPC 70 and MEPC 71, the MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen oxide (also known as NECAs) for ships built after January 1, 2021. The EPA promulgated equivalent (and in some senses stricter) emissions standards in late 2009.
Caribbean Sea ECA as well as ECAs designated in the future by the IMO (such as the Canadian Arctic and the Norwegian Sea). At MEPC 70 and MEPC 71, the MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen oxide (also known as NECAs) for ships built after January 1, 2021.
Webber as CEO, effective concurrently with Mr. Webber’s retirement. On February 12, 2024, we announced that our Board of Directors declared a dividend of $0.375 per Class A common share for the fourth quarter of 2023, that was paid on March 6, 2024 to common shareholders of record as of February 22, 2024.
On February 12, 2025, we announced that our Board of Directors declared a dividend of $0.45 per Class A common share for the fourth quarter of 2024, that was paid on March 6, 2025 to common shareholders of record as of February 24, 2025.
Additionally, amendments to Annex II, which strengthen discharge requirements for cargo residues and tank washings in specified sea areas (including North West European waters, Baltic Sea area, Western European waters and Norwegian Sea), came into effect in January 2021. Additional ECAs could be established in the future.
The EPA promulgated equivalent (and in some senses stricter) emissions standards in late 2009. Additionally, amendments to Annex II, which strengthen discharge requirements for cargo residues and tank washings in specified sea areas (including North West European waters, Baltic Sea area, Western European waters and Norwegian Sea), came into effect in January 2021.
Vessel Name Classification Society Drydocking Month (1) CMA CGM Thalassa RINA Jul-27 ZIM Norfolk (ex UASC Al Khor) DNV-GL & RINA Jun-30 Anthea Y DNV-GL & RINA Mar-28 ZIM Xiamen (ex Maira XL) DNV-GL & RINA Feb-28 MSC Tianjin RINA Mar-25 MSC Qingdao Bureau Veritas Apr-24 GSL Ningbo Bureau Veritas May-24 GSL Alexandra RINA Jul-28 GSL Sofia RINA May-28 GSL Effie RINA Sep-28 GSL Lydia RINA Mar-28 GSL Eleni DNV-GL Jul-24 GSL Kalliopi DNV-GL Oct-24 GSL Grania DNV-GL Sep-24 Mary (tbr Colombia Express) RINA Jan-29 Kristina DNV-GL Jul-25 Katherine RINA Apr-25 Alexandra RINA Aug-25 Alexis DNV-GL & RINA Jan-25 Olivia I DNV-GL & RINA Feb-25 GSL Christen RINA Dec-27 GSL Nicoletta RINA May-28 CMA CGM Berlioz Bureau Veritas Jul-26 Agios Dimitrios Bureau Veritas Feb-26 GSL Vinia Bureau Veritas Oct-24 GSL Christel Elisabeth Bureau Veritas Sep-24 GSL Dorothea RINA May-26 GSL Arcadia DNV-GL Dec-25 GSL Violetta DNV-GL Aug-25 GSL Maria RINA Dec-26 GSL MYNY DNV-GL Oct-25 GSL Melita RINA May-26 GSL Tegea RINA Jun-26 Tasman Bureau Veritas Jan-25 ZIM Europe (tbr Dimitris Y) Bureau Veritas May-25 Ian H Bureau Veritas Jul-25 GSL Tripoli RINA May-28 GSL Kithira RINA Jan-28 GSL Tinos RINA Jul-28 GSL Syros RINA Apr-28 Dolphin II Bureau Veritas Jan-27 Orca I Bureau Veritas Nov-26 CMA CGM Alcazar Bureau Veritas Nov-27 GSL Château d’If Bureau Veritas Dec-27 GSL Susan RINA May-28 CMA CGM Jamaica DNV-GL Sep-26 CMA CGM Sambhar RINA Jul-26 CMA CGM America RINA Sep-26 GSL Rossi RINA Mar-27 GSL Alice RINA Mar-29 GSL Eleftheria RINA May-28 GSL Melina RINA Nov-28 GSL Valerie DNV-GL Jun-25 Matson Molokai RINA Feb-25 GSL Lalo RINA Jun-26 GSL Mercer RINA May-27 Athena RINA Feb-28 GSL Elizabeth RINA Mar-26 Beethoven (tbr GSL Chloe) RINA Jan-25 GSL Maren RINA In progress Maira RINA Aug-25 Nikolas RINA Aug-25 Newyorker RINA Jan-26 Manet Bureau Veritas Oct-26 Keta Bureau Veritas Nov-26 Julie RINA Nov-27 Kumasi Bureau Veritas Feb-27 Akiteta Bureau Veritas Jan-27 (1) Expected month of drydocking assumes that the vessel qualifies for in-water inspections at the intermediate survey. 40 Table of Contents The table does not take account of discretionary drydockings to effect vessel upgrades, or in response to proposed or actual regulatory changes such as for ballast water treatment.
Vessel Name Classification Society Drydocking Date (1) CMA CGM Thalassa RINA Jul-27 ZIM Norfolk DNV & RINA Jun-30 Anthea Y DNV & RINA Mar-28 ZIM Xiamen DNV & RINA Aug-25 Sydney Express DNV Jan-29 Istanbul Express DNV Apr-31 Bremerhaven Express DNV Mar-31 Czech RINA Oct-25 MSC Tianjin RINA Aug-29 MSC Qingdao BV Apr-29 GSL Ningbo BV May-29 GSL Alexandra RINA Jul-28 GSL Sofia RINA May-28 GSL Effie RINA Sep-28 GSL Lydia RINA Mar-28 GSL Eleni RINA Jul-29 GSL Kalliopi RINA Oct-29 GSL Grania RINA In progress Colombia Express RINA Jan-29 Panama Express RINA Nov-29 Costa Rica Express RINA Jul-29 Nicaragua Express RINA Nov-29 CMA CGM Berlioz BV Jul-26 Mexico Express DNV & RINA Sep-29 Jamaica Express DNV & RINA Sep-29 GSL Christen RINA Feb-28 GSL Nicoletta RINA Nov-27 Agios Dimitrios BV Jun-29 GSL Vinia BV In progress GSL Christel Elisabeth BV Sep-29 GSL Arcadia DNV Dec-25 GSL Violetta DNV Aug-25 GSL Maria RINA Dec-26 GSL MYNY DNV Oct-25 GSL Melita RINA May-26 GSL Tegea RINA Jun-26 GSL Dorothea RINA May-26 Tasman (2) BV Apr-25 Dimitris Y BV May-25 Ian H BV Dec-29 GSL Tripoli RINA May-28 GSL Kithira RINA Jan-28 GSL Tinos RINA Jul-28 GSL Syros RINA Apr-28 Dolphin II BV Jan-27 Orca I BV Nov-26 CMA CGM Alcazar BV Nov-27 GSL Château d’If BV Dec-27 GSL Susan RINA May-28 CMA CGM Jamaica DNV Sep-26 CMA CGM Sambhar RINA Jul-26 CMA CGM America RINA Sep-26 GSL Rossi RINA Mar-27 GSL Alice RINA Jan-29 GSL Eleftheria RINA May-28 GSL Melina RINA Nov-28 Athena RINA Feb-28 GSL Valerie DNV Jun-25 GSL Mamitsa RINA May-25 GSL Lalo RINA Aug-26 GSL Mercer RINA May-27 GSL Elizabeth RINA Mar-26 GSL Chloe RINA Feb-30 GSL Maren RINA Mar-29 Maira RINA Aug-25 Nikolas RINA Aug-25 Newyorker RINA Jan-26 Manet BV Oct-26 Kumasi BV Mar-27 Akiteta (2) BV Jan-27 Keta (2) BV Nov-26 Julie RINA Nov-27 (1) Expected date of drydocking assumes that the vessel qualifies for in-water inspections at the intermediate survey.
These federal and state requirements may increase our capital expenditures and operating costs while in applicable ports. As with other U.S. environmental laws, failure to comply with the Clean Air Act may subject us to enforcement action, including payment of civil or criminal penalties and citizen suits.
As with other U.S. environmental laws, failure to comply with the Clean Air Act may subject us to enforcement action, including payment of civil or criminal penalties and citizen suits.
Recently at the MEPC78, the IMO approved a proposal for a new ECA in the Mediterranean. As such, effective May 1, 2025, amendments designating the Mediterranean Sea, as a whole, as an ECA for sulfur oxides and particular matter enter into effect. Other areas in China are subject to local regulations that impose stricter emission controls.
At the MEPC78, the IMO approved a proposal for a new ECA for the Mediterranean. As such, effective May 1, 2025, amendments designating the Mediterranean Sea, as a whole, as an ECA for sulfur oxides and particular matter enter into effect.
In 2023, we purchased four containerships, each with a carrying capacity of 8,544 TEU, for an aggregate purchase price of $123.3 million, which were delivered to us in May and June 2023. Vessel Disposals We sold La Tour, a 2001-built, 2,272 TEU containership, on June 30, 2021, for net proceeds of $16.5 million.
Vessel Acquisitions In 2023, we purchased four containerships, each with a carrying capacity of 8,544 TEU, for an aggregate purchase price of $123.3 million, which were delivered to us in May and June 2023.
During the year ended December 31, 2023, we repurchased an aggregate of 1,242,663 Class A common shares at an average price of $17.68 per share, for a total of $22.0 million, and during the period from January 1, 2024 through the date of this annual report, we repurchased an aggregate of 242,372 Class A common shares for an average purchase price of $19.84 per share, for a total of $4.8 million.
During the period from January 1, 2024 through the date of this annual report, we repurchased an aggregate of 251,772 Class A common shares for an average purchase price of $19.84 per share, for a total of $5.0 million.
However, as actual offhire can only be calculated at the end of each charter, in some cases actual Offhire Extensions – if invoked by charterers – may exceed the Latest Charter Expiry Dates indicated. (3) Anthea Y.
However, as actual offhire can only be calculated at the end of each charter, in some cases actual Offhire Extensions – if invoked by charterers – may exceed the Latest Charter Expiry Dates indicated. (3) CMA CGM Thalassa and GSL Alice were both forward fixed for 36 months +/-45 days.
Pursuant to a Brokerage Services Agreement dated February 21, 2020 among the Company, each vessel owning subsidiary and GSL Enterprises Ltd (“GSL Enterprises”), GSL Enterprises has been engaged by the Company and the vessel owning subsidiaries to provide various brokerage, administrative and other services. GSL Enterprises receives a base fee of $1,300 per month per vessel plus supplemental fees.
Related Party Transactions—Ship Management Agreements.” 38 Table of Contents Pursuant to a Brokerage Services Agreement dated February 21, 2020 among the Company, each vessel owning subsidiary and GSL Enterprises Ltd (“GSL Enterprises”), GSL Enterprises has been engaged by the Company and the vessel owning subsidiaries to provide various brokerage, administrative and other services.
United States The United States Oil Pollution Act of 1990 and CERCLA The United States Oil Pollution Act of 1990, (“OPA”), establishes an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills.
The United States Oil Pollution Act of 1990 and CERCLA The United States Oil Pollution Act of 1990, (“OPA”), establishes an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills. The Comprehensive Environmental Response, Compensation and Liability Act, (“CERCLA”), governs spills or releases of hazardous substances other than petroleum or petroleum products.
The European Maritime Safety Agency has been established to provide technical support to the EU Commission and member states in respect of EU legislation pertaining to maritime safety, pollution and security.
The European Maritime Safety Agency has been established to provide technical support to the EU Commission and member states in respect of EU legislation pertaining to maritime safety, pollution and security. The EU, any individual country or other competent authority may adopt additional legislation or regulations applicable to us and our operations.
On March 4, 2024, we announced that our Board of Directors declared a dividend of $0.546875 per Depositary Share, scheduled to be paid on April 2, 2024 to all Series B Preferred Shareholders of record as of March 22, 2024. B.
On March 6, 2025, we announced that our Board of Directors declared a dividend of $0.546875 per Depositary Share, scheduled to be paid on April 1, 2025 to all Series B Preferred Shareholders of record as of March 25, 2025. Please see “Item 8. Financial Information – Dividend Policy.” 33 Table of Contents B.
Under VIDA, all provisions of the 2013 VGP and USCG ballast water regulations remain in force and effect as currently written until the EPA publishes standards. Several U.S. states have added specific requirements to the Vessel General Permit and, in some cases, may require vessels to install ballast water treatment technology to meet biological performance standards.
If the USCG spends the full two years to finalize the corresponding enforcement standards, the current 2013 VGP scheme will remain in force until 2026. Several U.S. states have added specific requirements to the Vessel General Permit and, in some cases, may require vessels to install ballast water treatment technology to meet biological performance standards.
As of the date of this annual report, we have remaining approximately $33.2 million available for repurchases under the Share Repurchase Program. During the year ended December 31, 2023, 440,698 Class A common shares were issued under the 2019 Plan. As at December 31, 2023, there were 35,188,323 Class A common shares outstanding.
During the year ended December 31, 2023, 440,698 Class A common shares were issued under the 2019 Plan. As at December 31, 2023, there were 35,188,323 Class A common shares outstanding.
(7) Colombia Express (ex Mary), Kristina, Katherine, Alexandra, Alexis, Olivia I were forward fixed to Hapag-Lloyd for five years, followed by two periods of 12 months each at the option of the charterer. The new charter for Colombia Express (ex Mary) commenced in early 2024.
Each new charter is expected to commence in 1Q2025. (10) Colombia Express (ex Mary), Panama Express (ex Kristina), Costa Rica Express (ex Katherine) , Nicaragua Express (ex Alexandra), Mexico Express (ex Alexis), Jamaica Express (ex Olivia I) are fixed to Hapag-Lloyd for 60 months +/-45 days, followed by two periods of 12 months each at the option of the charterer.
The EU, any individual country or other competent authority may adopt additional legislation or regulations applicable to us and our operations. 47 Table of Contents Other Greenhouse Gas Legislation Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions with targets extended through 2020.
From a risk management perspective, new systems, including, personnel, data management systems, costs recovery mechanisms, revised service agreement terms and emissions reporting procedures will have to be put in place, at significant cost, to prepare for and manage the administrative aspect of EU ETS compliance. 47 Table of Contents Other Greenhouse Gas Legislation Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions with targets extended through 2020.
Under the ship management agreements, our ship managers are 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 vessel operating necessities, including the arrangement and management of drydocking. We reimburse the ship managers for the costs they incur on our behalf.
Under each TTMA, Technomar 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 vessel operating necessities, including monitoring and reporting with respect to EU ETS compliance (including related Emission Trading Scheme Allowances) and FEUM compliance, and the arrangement and management of drydocking.
Excess supply of vessels in the container shipping market results in a more active short-term charter market and greater price competition for charters.
Due to the recent industry downturn, there have been an increased number of vessels available for charter, including many from owners with strong reputations and experience. Excess supply of vessels in the container shipping market results in a more active short-term charter market and greater price competition for charters.
California has enacted regulations which apply to ocean-going vessels’ engines when operating within 24 miles of the California coast and require operators to use low sulfur fuels. California also approved regulations to reduce emissions from diesel auxiliary engines on certain ocean-going vessels while in California ports, including container ship fleets that make 25 or more annual visits to California ports.
California has enacted regulations which apply to ocean-going vessels’ engines when operating within 24 miles of the California coast and require operators to use low sulfur fuels.
As at December 31, 2022, there were 35,990,288 Class A common shares outstanding. In July 2023, our Board of Directors replenished our Share Repurchase Program with the authorization of our repurchase of an additional $40.0 million of common shares.
In July 2023, our Board of Directors replenished our Share Repurchase Program with the authorization of our repurchase of an additional $40.0 million of Class A common shares. During the year ended December 31, 2023, we repurchased an aggregate of 1,242,663 Class A common shares at an average price of $17.68 per share, for a total of $22.0 million.
Many of these competitors may have greater financial resources than us, may operate larger fleets, may have been established for longer and may be able to offer better charter rates. Due to the recent industry downturn, there have been an increased number of vessels available for charter, including many from owners with strong reputations and experience.
We expect substantial competition in obtaining new containership charters from a number of experienced and substantial companies. Many of these competitors may have greater financial resources than us, may operate larger fleets, may have been established for longer and may be able to offer better charter rates.
Environmental Protection Agency, or EPA, or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations. Annex VI establishes tiers of stringent nitrogen oxide emissions standards for marine diesel engines, depending on their date of installation.
If other ECAs are approved by the IMO or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the U.S. Environmental Protection Agency, or EPA, or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations.
We also expect to compete with many other companies, both other owners and operators to, among other things, purchase newbuildings and secondhand vessels to grow our fleet. We expect substantial competition in obtaining new containership charters from a number of experienced and substantial companies.
We expect to compete for vessel purchases and charters based upon price, customer relationships, operating expertise, professional reputation and size, age and condition of the vessel. We also expect to compete with many other companies, both other owners and operators to, among other things, purchase newbuildings and secondhand vessels to grow our fleet.
As at December 31, 2023, 4,359,190 Depositary Shares were outstanding, representing an interest in 43,592 Series B Preferred Shares. 33 Table of Contents Other Recent Developments On June 20, 2023, we announced updates from three leading credit rating agencies. Our Corporate Credit Rating had been upgraded to Ba3 from B1, with a stable outlook, by Moody’s Investor Service.
During the years ended December 31, 2022, 2023 and 2024, we have not issued or sold any Depositary Shares under the Depositary Shares ATM Program. As at December 31, 2024, 4,359,190 Depositary Shares were outstanding, representing an interest in 43,592 Series B Preferred Shares. Other Recent Developments On June 26, 2024, we announced updates from three leading credit rating agencies.
We expect that additional vessels that we may acquire in the future will also be managed under a TTMA on substantially similar terms. Please see “Item 7. Major Shareholders and Related Party Transactions — B.
The EU ETS Fee is subject to a good faith re-appraisal as market standards evolve. 37 Table of Contents We expect that additional vessels that we may acquire in the future will also be managed under a TTMA on substantially similar terms. For additional information on each TTMA, including term and termination provisions, please see “Item 7.
The net gain from the sale of vessel was $7.8 million. We sold GSL Amstel, a 2008-built, 1,118 TEU containership, on March 23, 2023, for net proceeds of $5.9 million. Time Charters A time charter is a contract for the use of a vessel for a fixed period of time at a specified daily rate.
Vessel Disposals On March 23, 2023, we sold GSL Amstel, a 2008-built, 1,118 TEU containership, for net proceeds of $5.9 million. In December 2024, we agreed to sell Tasman, a 5,936 TEU vessel for a sale price of $31.5 million.
On September 1, 2021, we announced the purchase and retirement of 521,650 Class A common shares for $10.0 million. During the year ended December 31, 2021, 747,604 Class A common shares were issued under the 2019 Omnibus Incentive Plan (the “2019 Plan”). As at December 31, 2021, there were 36,464,109 Class A common shares outstanding.
During the year ended December 31, 2022, 586,819 Class A common shares were issued under the Global Ship Lease 2019 Omnibus Incentive Plan (the “2019 Plan”). As at December 31, 2022, there were 35,990,288 Class A common shares outstanding.
During 2021, we completed a series of vessel purchases, resulting in our acquisition of 23 additional vessels, and in 2023 we acquired an additional four containerships. As of March 11, 2024, we owned 68 mid-sized and smaller containerships, ranging from 2,207 to 11,040 TEU, with an aggregate capacity of 375,406 TEU. 36 ships are wide-beam Post-Panamax. See “Item 4.
Keta is scheduled for delivery to her new owners in first half 2025. As of March 10, 2025, we owned 70 mid-sized and smaller containerships, ranging from 2,207 to 11,040 TEU, with an aggregate capacity of 404,681 TEU. 39 ships are wide-beam Post-Panamax. See “Item 4. Information on the Company-B.
The Brokerage Services Agreement can be terminated by mutual agreement at any time or by either party in case of the other party’s breach of the terms of the agreement. Insurance We arrange for insurance coverage for each of our vessels, including hull and machinery insurance, protection and indemnity insurance and war risk insurance.
GSL Enterprises receives a base fee of $1,300 per month per vessel plus supplemental fees. The Brokerage Services Agreement can be terminated by mutual agreement at any time or by either party in case of the other party’s breach of the terms of the agreement.
On January 3, 2024, Mary was renamed to Colombia Express. On January 26, 2024, Beethoven was renamed to GSL Chloe. In 1Q 2024, Zim Europe will be renamed to Dimitris Y. Fleet Development As of December 31, 2023, our fleet consisted of 68 containerships with an aggregate capacity of 375,406 TEU and a TEU-weighted average age of approximately 17.2 years.
Fleet Development As of December 31, 2024, our fleet consisted of 72 containerships, including the delivery of the fourth Newly Acquired Vessel (Czech) on January 9, 2025, with an aggregate capacity of 412,837 TEU and a TEU-weighted average age of approximately 17.4 years.
The new charters for the remaining vessels are scheduled to commence as each of the existing charters expire, on a staggered basis, between approximately 2Q 2024 and late 2024, at confidential rates. (8) GSL Maria, GSL Violetta, GSL Arcadia, GSL MYNY, GSL Melita, GSL Tegea and GSL Dorothea.
The new charters are both scheduled to commence in 1Q 2025. (13) GSL Maria, GSL Violetta, GSL Arcadia, GSL MYNY, GSL Melita, GSL Tegea and GSL Dorothea.
In 1Q 2024 the charterer exercised the option to extend the charter at the same rate to 2Q/3Q 2025. (12) GSL Susan, CMA CGM Jamaica, CMA CGM Sambhar and CMA CGM America were chartered at confidential rates. (13) GSL Rossi. Chartered at an average rate of $36,474 per day, $38,000 to 1Q 2025 and $35,000 for the remaining period.
Chartered at an average rate of $35,311 per day, $38,000 to 1Q 2025 and $35,000 for the remaining period. (17) GSL Valerie was forward fixed in direct continuation for 24 – 27 months to commence after drydocking, at a confidential rate. (18) GSL Mercer and GSL Chloe were both forward fixed for 23.5 – 26 months, at confidential rates.
As described below, we have entered into ship management agreements to sub-contract the day-to-day technical management of our vessels.
In general, the charterer is responsible for the voyage costs, which includes bunker fuel, stevedoring, port charges, towage, and taxes or dues arising out of cargo carried or ports visited while on charter, and other costs customarily borne by charterers. As described below, we have entered into ship management agreements to sub-contract the day-to-day technical management of our vessels.
(5) GSL Ningbo was chartered to MSC at $22,500 per day to 3Q 2023. Thereafter, the charter was extended by 48 to 52 months, at a confidential rate. (6) GSL Alexandra, GSL Sofia, GSL Effie and GSL Lydia delivered in 2Q 2023.
MSC Qingdao & Agios Dimitrios are fitted with Exhaust Gas Cleaning Systems (“scrubbers”). (7) GSL Ningbo is chartered at a confidential rate. (8) GSL Alexandra, GSL Sofia, GSL Effie and GSL Lydia delivered in 2Q 2023.
Removed
On August 14, 2008, we merged indirectly with Marathon and became listed on the NYSE on August 15, 2008. On November 15, 2018, we completed a transformative transaction by which we acquired 20 containerships, one of which was contracted to be sold, which we refer to as the “Poseidon Transaction”.
Added
(the “Marathon Merger”) and became listed on the NYSE on August 15, 2008.
Removed
Information on the Company-B. Business Overview”. Class A Common Shares On January 20, 2021, upon the redemption in full of our outstanding 9.875% First Priority Secured Notes due 2022 (the “2022 Notes”), KEP VI (Newco Marine) Ltd. and KIA VIII (Newco Marine) Ltd.
Added
Since the Poseidon Transaction, we have continued to expand our fleet, and have acquired 38 additional vessels; this includes the Newly Acquired Vessels that we agreed to purchase in November 2024 for an aggregate price of $274.0 million, of which three were delivered to us in December 2024 and the fourth in January 2025.
Removed
(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.
Added
In addition, during December 2024, we agreed to sell an older vessel Tasman (5,936 TEU built 2000) and in February 2025, we agreed to sell two more vessels, Akiteta (2,220 TEU built 2002) and Keta (2,207 TEU, built 2003). Akiteta was delivered to her new owners on February 19, 2025 and Tasman was delivered on March 10, 2025.
Removed
On January 26, 2021, we closed our fully underwritten public offering of 5,400,000 Class A common shares, at a public offering price of $13.00 per share, for gross proceeds of approximately $70.2 million, prior to deducting underwriting discounts, commissions and other offering expenses, and on February 17, 2021, we 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”).
Added
As of the date of this annual report, we have remaining approximately $33.0 million available for repurchases under our Share Repurchase Program.
Removed
The net proceeds we received in the January 2021 Equity Offering, after deducting underwriting discounts and commissions and expenses, were approximately $67.5 million. Following the closing of the January 2021 Equity Offering, we had 36,283,468 Class A common shares outstanding.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

144 edited+46 added−14 removed108 unchanged
Biggest changeThe table below sets out the carrying value of each of the vessel group we owned as of December 31, 2022 and 2023: Vessel Name Capacity in TEUs Year Built Carrying Value as at December 31, 2022 (1) (in millions of U.S. dollars) Carrying Value as at December 31, 2023 (1) (in millions of U.S. dollars) CMA CGM Thalassa * 11,040 2008 $90.7 $86.2 ZIM Norfolk (ex UASC Al Khor) 9,115 2015 62.6 60.5 Anthea Y 9,115 2015 61.4 60.7 ZIM Xiamen (ex Maira XL) 9,115 2015 61.6 59.4 MSC Tianjin 8,603 2005 39.2 36.9 MSC Qingdao 8,603 2004 41.3 38.9 GSL Ningbo 8,603 2004 39.3 36.9 GSL Alexandra 8,544 2004 — 33.8 GSL Sofia 8,544 2003 — 32.2 GSL Effie 8,544 2003 — 32.2 GSL Lydia 8,544 2003 — 31.4 GSL Eleni 7,847 2004 17.5 17.0 GSL Kalliopi 7,847 2004 15.1 14.8 GSL Grania 7,847 2004 15.3 14.9 Mary (tbr Colombia Express) 6,927 2013 42.4 42.5 Kristina 6,927 2013 43.3 41.7 Katherine 6,927 2013 43.3 41.7 Alexandra 6,927 2013 43.2 41.7 Alexis 6,882 2015 48.7 47.0 Olivia I 6,882 2015 48.8 47.1 GSL Christen 6,840 2002 15.3 15.5 GSL Nicoletta 6,840 2002 12.8 15.4 CMA CGM Berlioz 6,621 2001 29.7 27.2 Agios Dimitrios 6,572 2011 25.7 24.8 GSL Vinia 6,080 2004 12.8 12.2 GSL Christel Elisabeth 6,080 2004 12.7 12.2 GSL Dorothea 5,992 2001 17.5 16.2 GSL Arcadia 6,008 2000 15.3 14.7 GSL Violetta 6,008 2000 15.4 14.8 GSL Maria 6,008 2001 18.3 17.0 GSL MYNY 6,008 2000 18.6 17.7 GSL Melita 6,008 2001 19.3 17.8 GSL Tegea 5,992 2001 19.2 17.7 Tasman 5,936 2000 12.2 11.8 ZIM Europe (tbr Dimitris Y) 5,936 2000 12.2 11.9 Ian H 5,936 2000 12.1 11.7 GSL Tripoli * 5,470 2009 36.4 39.8 GSL Kithira * 5,470 2009 38.0 39.7 GSL Tinos * 5,470 2010 37.6 40.6 GSL Syros * 5,470 2010 37.6 41.0 Dolphin II 5,095 2007 13.7 13.1 Orca I 5,095 2006 12.8 12.1 CMA CGM Alcazar 5,089 2007 31.0 30.1 GSL Château d’If 5,089 2007 27.1 28.0 GSL Susan 4,363 2008 31.0 32.5 CMA CGM Jamaica 4,298 2006 26.8 25.1 CMA CGM Sambhar 4,045 2006 25.5 23.8 CMA CGM America 4,045 2006 25.7 24.1 GSL Rossi 3,421 2012 26.0 25.0 GSL Alice (G) * 3,421 2014 29.8 28.8 GSL Eleftheria (G) 3,404 2013 27.3 26.3 GSL Melina (G) * 3,404 2013 26.1 26.5 GSL Valerie 2,824 2005 10.9 10.3 Matson Molokai 2,824 2007 24.3 24.2 GSL Lalo 2,824 2006 22.9 12.5 GSL Mercer * 2,824 2007 25.4 24.5 Athena 2,762 2003 7.6 9.7 GSL Elizabeth 2,741 2006 23.2 12.5 Beethoven (tbr GSL Chloe) (G) * 2,546 2012 23.8 23.3 GSL Maren (G) * 2,546 2014 25.6 24.8 Maira (G) 2,506 2000 6.5 6.1 Nikolas (G) 2,506 2000 6.7 6.4 Newyorker (G) 2,506 2001 7.2 6.6 Manet 2,272 2001 10.5 9.7 Keta (G) 2,207 2003 5.5 5.2 Julie (G) 2,207 2002 4.9 7.5 Kumasi 2,207 2002 9.0 8.3 Akiteta 2,207 2002 8.6 8.0 GSL Amstel (G) 1,118 2008 6.0 — $1,663.8 $1,732.2 72 Table of Contents (1) Carrying value includes vessel cost, 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.
Biggest changeThe table below sets out the carrying value of each of the vessel group we owned as of December 31, 2023 and 2024: Vessel Name Capacity in TEUs Year Built Carrying Value as at December 31, 2023 (1) (in millions of U.S. dollars) Carrying Value as at December 31, 2024 (1) (in millions of U.S. dollars) CMA CGM Thalassa 11,040 2008 $86.2 $81.7 ZIM Norfolk 9,115 2015 60.5 58.0 Anthea Y 9,115 2015 60.7 58.3 ZIM Xiamen 9,115 2015 59.4 57.2 Sydney Express 9,019 2016 0.0 70.7 Istanbul Express 9,019 2016 0.0 70.6 Bremerhaven Express 9,019 2015 0.0 67.8 MSC Tianjin 8,603 2005 36.9 39.5 MSC Qingdao * 8,603 2004 38.9 44.4 GSL Ningbo 8,603 2004 36.9 38.0 GSL Alexandra 8,544 2004 33.8 32.0 GSL Sofia 8,544 2003 32.2 30.5 GSL Effie 8,544 2003 32.2 30.8 GSL Lydia 8,544 2003 31.4 30.0 GSL Eleni 7,847 2004 17.0 18.2 GSL Kalliopi 7,847 2004 14.8 14.5 GSL Grania 7,847 2004 14.9 14.7 Colombia Express (ex Mary) 7,072 2013 42.5 43.5 Panama Express (ex Kristina) 7,072 2013 41.7 45.1 Costa Rica Express (Ex Katherine) 7,072 2013 41.7 45.2 Nicaragua Express (ex Alexandra) 7,072 2013 41.7 44.9 CMA CGM Berlioz 7,023 2001 27.2 24.7 Mexico Express (ex Alexis) 6,910 2015 47.0 50.6 Jamaica Express (ex Olivia I) 6,910 2015 47.1 50.3 GSL Christen 6,858 2002 15.5 14.9 GSL Nicoletta 6,858 2002 15.4 14.8 Agios Dimitrios 6,572 2011 24.8 29.0 GSL Vinia 6,080 2004 12.2 12.1 GSL Christel Elisabeth 6,080 2004 12.2 12.4 GSL Arcadia 6,008 2000 14.7 14.6 GSL Violetta 6,008 2000 14.8 14.7 GSL Maria 6,008 2001 17.0 16.0 GSL MYNY 6,008 2000 17.7 16.9 GSL Melita * 6,008 2001 17.8 16.7 GSL Tegea 5,994 2001 17.7 16.7 GSL Dorothea 5,994 2001 16.2 15.2 Tasman 5,936 2000 11.8 12.5 Dimitris Y 5,936 2000 11.9 12.8 Ian H 5,936 2000 11.7 15.0 GSL Tripoli * 5,470 2009 39.8 38.9 GSL Kithira * 5,470 2009 39.7 39.0 GSL Tinos * 5,470 2010 40.6 39.9 GSL Syros * 5,470 2010 41.0 39.9 Dolphin II 5,095 2007 13.1 12.5 Orca I 5,095 2006 12.1 11.7 CMA CGM Alcazar 5,089 2007 30.1 28.1 GSL Château d’If 5,089 2007 28.0 26.2 GSL Susan 4,363 2008 32.5 30.5 CMA CGM Jamaica 4,298 2006 25.1 23.5 CMA CGM Sambhar 4,045 2006 23.8 22.2 CMA CGM America 4,045 2006 24.1 22.5 GSL Rossi 3,421 2012 25.0 24.6 GSL Alice (G) 3,421 2014 28.8 27.6 GSL Eleftheria (G) 3,421 2013 26.3 25.7 GSL Melina (G) 3,404 2013 26.5 25.9 Athena 2,980 2003 9.7 9.1 GSL Valerie 2,824 2005 10.3 9.8 GSL Mamitsa (ex Matson Molokai) 2,824 2007 24.2 23.0 GSL Lalo 2,824 2006 12.5 12.3 GSL Mercer 2,824 2007 24.5 23.0 GSL Elizabeth 2,741 2006 12.5 12.0 GSL Chloe (ex Beethoven) (G) 2,546 2012 23.3 24.1 GSL Maren (G) * 2,546 2014 24.8 25.5 Maira (G) 2,506 2000 6.1 5.8 Nikolas (G) 2,506 2000 6.4 6.2 Newyorker (G) 2,506 2001 6.6 6.2 Manet 2,288 2001 9.7 8.9 Kumasi 2,220 2002 8.3 7.6 Akiteta 2,220 2002 8.0 7.5 Keta (G) 2,207 2003 5.2 4.9 Julie (G) 2,207 2002 7.5 7.0 $1,732.2 $1,927.1 72 Table of Contents (1) Carrying value includes vessel cost, 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.
As a result of the discontinuation of LIBOR, on July 1, 2023, our interest rate caps automatically transitioned to one-month Compounded SOFR at a net level of 0.64%.
As a result of the discontinuation of LIBOR, on July 1, 2023, our interest rate caps automatically transitioned to one-month Compounded SOFR at a net level of 0.64%.
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.
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.
We use a number of assumptions in projecting our undiscounted net operating cash flows analysis including, among others, (i) revenue assumptions for charter rates on expiry of existing charters, which are based on forecast charter rates, where relevant, in the four years from the date of the impairment test and a reversion to the historical mean of time charter rates for each vessel thereafter (ii) off-hire days, which are based on actual off-hire statistics for 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.
We use a number of assumptions in projecting our undiscounted net operating cash flows analysis including, among others, (i) revenue assumptions for charter rates on expiry of existing charters, which are based on forecast charter rates, where relevant, in the four years from the date of the impairment test and a reversion to the historical mean of time charter rates for each vessel thereafter (ii) off-hire days, which are based on actual off-hire statistics for our fleet (iii) operating costs, based on current levels escalated over time based on long term trends (iv) dry docking frequency, duration and cost (v) estimated useful life, which is assessed as a total of 30 years from original delivery by the shipyard and (vi) scrap values.
Restrictive Covenants The agreements governing our indebtedness also contain undertakings limiting or restricting us from, among other things: • incurring additional indebtedness; • making any substantial change to the nature of our business; • paying dividends; • redeeming or repurchasing capital stock; • selling the collateral vessel, if applicable; • entering into certain transactions other than arm’s length transactions; • acquiring a company, shares or securities or a business or undertaking; 64 Table of Contents • effecting a change of control of us, entering into any amalgamation, demerger, merger, consolidation or corporate reconstruction, or selling all or substantially all of our assets; • changing the flag, class or technical or commercial management of the applicable collateral vessel or terminating or materially amending the management agreements relating to such vessel; and • experiencing any change in the position of our Executive Chairman.
Restrictive Covenants The agreements governing our indebtedness also contain undertakings limiting or restricting us from, among other things: • incurring additional indebtedness; • making any substantial change to the nature of our business; • paying dividends; • redeeming or repurchasing capital stock; • selling the collateral vessel, if applicable; • entering into certain transactions other than arm’s length transactions; • acquiring a company, shares or securities or a business or undertaking; 64 Table of Contents • effecting a change of control of us, entering into any amalgamation, demerger, merger, consolidation or corporate reconstruction, or selling all or substantially all of our assets; • changing the flag, class or technical or commercial management of the applicable collateral vessel or terminating or materially amending the management agreements relating to such vessel; and • experiencing any change in the position and ownership of our Executive Chairman.
Tranche A amounting to $230.0 million was drawn down in full on September 24, 2019 and is scheduled to be repaid in 20 consecutive quarterly instalments of $5.2 million starting from December 12, 2019 and a balloon payment of $126.0 million payable on September 24, 2024.
Tranche A amounting to $230.0 million was drawn down in full on September 24, 2019 and was scheduled to be repaid in 20 consecutive quarterly instalments of $5.2 million starting from December 12, 2019 and a balloon payment of $126.0 million payable on September 24, 2024.
Share-Based Compensation We have awarded restricted stock units to certain of our employees. The accounting fair value of restricted stock unit grants is determined by reference to the quoted stock price on the date of grant, as adjusted for estimated dividends forgone until the restricted stock units vest.
Stock-Based Compensation We have awarded restricted stock units to certain of our employees. The accounting fair value of restricted stock unit grants is determined by reference to the quoted stock price on the date of grant, as adjusted for estimated dividends forgone until the restricted stock units vest.
Covenants Financial Covenants The agreements governing our indebtedness contain certain financial covenants, which require us to maintain, among other things: • minimum liquidity at the borrower (vessel-owner or finance lessor) level and minimum consolidated liquidity of at least $20.0 million at the group level; and • minimum market value of collateral for each debt obligation, such that the aggregate market value of the vessels collateralizing the particular debt obligation is between 120% and 143%, depending on the particular debt obligation, of the aggregate principal amount outstanding under such debt obligation, or, if we do not meet such threshold, to provide additional security to eliminate the shortfall.
Covenants Financial Covenants The agreements governing our indebtedness contain certain financial covenants, which require us to maintain, among other things: • minimum liquidity at the borrower (vessel-owner or finance lessor) level and minimum consolidated liquidity of at least $20.0 million at the group level; and • minimum market value of collateral for each debt obligation, such that the aggregate market value of the vessels collateralizing the particular debt obligation is between 120% and 154%, depending on the particular debt obligation, of the aggregate principal amount outstanding under such debt obligation, or, if we do not meet such threshold, to provide additional security to eliminate the shortfall.
If our existing charters with our charterers were terminated and we were required to recharter at lower rates or if we were unable to find new charters due to market conditions, our results of operations and financial condition would be materially adversely affected. 52 Table of Contents Selected Financial Information and Other Data The following table sets forth our selected consolidated financial and other data as of and for the years ended December 31, 2023, 2022, 2021, 2020 and 2019.
If our existing charters with our charterers were terminated and we were required to recharter at lower rates or if we were unable to find new charters due to market conditions, our results of operations and financial condition would be materially adversely affected. 52 Table of Contents Selected Financial Information and Other Data The following table sets forth our selected consolidated financial and other data as of and for the years ended December 31, 2024, 2023, 2022, 2021 and 2020.
In accordance with ASC 842-40, we did not derecognize the respective vessel from our balance sheet and accounted for the amount received under the sale and leaseback agreement as a financial liability. 63 Table of Contents The sale and leaseback agreement is repayable in eight equal consecutive quarterly instalments of $2.0 million each and 20 equal consecutive quarterly instalments of $0.9 million with a repurchase obligation of $19.9 million on the final repayment date.
In accordance with ASC 842-40, we did not derecognize the respective vessel from our balance sheet and accounted for the amount received under the sale and leaseback agreement as a financial liability. 63 Table of Contents The sale and leaseback agreement was repayable in eight equal consecutive quarterly instalments of $2.0 million each and 20 equal consecutive quarterly instalments of $0.9 million with a repurchase obligation of $19.9 million on the final repayment date.
There was no capitalized interest for the years ended December 31, 2023 or 2022. 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.
There was no capitalized interest for the years ended December 31, 2024 or 2023. 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.
Earnings Allocated to Series B Preferred Shares The dividends payable on the $109.0 million of Series B Preferred Shares outstanding as at December 31, 2023, are presented as a reduction of net income, as and when declared by the Board of Directors. These dividends totaled $9.5 million for each of the years ended December 31, 2023 and 2022, respectively.
Earnings Allocated to Series B Preferred Shares The dividends payable on the $109.0 million of Series B Preferred Shares outstanding as at December 31, 2024, are presented as a reduction of net income, as and when declared by the Board of Directors. These dividends totaled $9.5 million for each of the years ended December 31, 2024 and 2023, respectively.
We intend to declare and make quarterly dividend payments amounting to approximately $2.4 million per quarter on our Series B Preferred Shares based on the amount outstanding as of December 31, 2023 on a perpetual basis and in accordance with the Certificate of Designation governing the terms of our Series B Preferred Shares.
We intend to declare and make quarterly dividend payments amounting to approximately $2.4 million per quarter on our Series B Preferred Shares based on the amount outstanding as of December 31, 2024 on a perpetual basis and in accordance with the Certificate of Designation governing the terms of our Series B Preferred Shares.
The 2027 Secured Notes are senior obligations of the Issuer, secured by first priority mortgages on 20 identified vessels owned by subsidiaries of the Issuer (the “Subsidiary Guarantors”) and certain other associated assets and contract rights, as well as share pledges over the Subsidiary Guarantors. In addition, the 2027 Secured Notes are fully and unconditionally guaranteed by the Company.
The 2027 Secured Notes are senior obligations of the Issuer, secured by first priority mortgages on 20 identified vessels owned by subsidiaries of the Issuer (the “Subsidiary Guarantors”) and certain other associated assets and contract rights, as well as share pledges over the Subsidiary Guarantors. In addition, the 2027 Secured Notes are fully and unconditionally guaranteed by us.
The duration of drydockings was adversely affected in 2023 by severe weather conditions and extensive works requested by our charterers.
The duration of drydockings was adversely affected in by severe weather conditions and extensive works requested by our charterers.
Charter payments have been received on a timely basis and, as of December 31, 2023, charter hire was up-to-date. If our charterers are unable to make charter payments to us, our results of operations and financial condition will be materially adversely affected.
Charter payments have been received on a timely basis and, as of December 31, 2024, charter hire was up-to-date. If our charterers are unable to make charter payments to us, our results of operations and financial condition will be materially adversely affected.
The amount, if any, and timing of any impairment charges we may recognize in the future will depend upon then current and expected future charter rates and vessel values, which may differ materially from those fair values as at December 31, 2023.
The amount, if any, and timing of any impairment charges we may recognize in the future will depend upon then current and expected future charter rates and vessel values, which may differ materially from those fair values as at December 31, 2024.
Our audited consolidated statements of income and statements of cash flows for the years ended December 31, 2023, 2022 and 2021 and our audited consolidated balance sheets as of December 31, 2023 and 2022, together with the notes thereto, are included in this Annual Report.
Our audited consolidated statements of income and statements of cash flows for the years ended December 31, 2024, 2023 and 2022 and our audited consolidated balance sheets as of December 31, 2024 and 2023, together with the notes thereto, are included in this Annual Report.
If these amounts are mo ved out of their original jurisdictions, we may be subject to taxation. Due to our charter coverage and nature of our operating and financial costs, our cashflows are predictable and visible, at least in the near to medium term. We have policies in place to control treasury activities within the group.
If these amounts are moved out of their original jurisdictions, we may be subject to taxation. Due to our charter coverage and nature of our operating and financial costs, our cashflows are predictable and visible, at least in the near to medium term. We have policies in place to control treasury activities within the group.
In May 2021, on delivery of the vessel, the Company drew $54.0 million, which represented vessel purchase price $75.0 million less advanced hire of $21.0 million, which advanced hire neither bore any interest nor was refundable and was set off against payment of the purchase price payable to the Company by the unrelated third party under this agreement.
In May 2021, on delivery of the vessel, we drew $54.0 million, which represented vessel purchase price $75.0 million less advanced hire of $21.0 million, which advanced hire neither bore any interest nor was refundable and was set off against payment of the purchase price payable to us by the unrelated third party under this agreement.
The sale and leaseback agreement is repayable in 15 equal consecutive quarterly instalments of $0.8 million each and four equal consecutive quarterly instalments of $0.5 million with a repurchase obligation of $1.0 million on the last repayment date.
The sale and leaseback agreement was repayable in 15 equal consecutive quarterly instalments of $0.8 million each and four equal consecutive quarterly instalments of $0.5 million with a repurchase obligation of $1.0 million on the last repayment date.
The full amount was drawn down in September 2021. The new facility is repayable in 20 equal consecutive quarterly instalments of $0.4 million with a final balloon of $3.6 million payable together with the final instalment at maturity in September 2026. The facility bears interest at SOFR plus a margin of 3.25% per annum payable quarterly in arrears.
The full amount was drawn down in September 2021. The new facility was repayable in 20 equal consecutive quarterly instalments of $0.4 million with a final balloon of $3.6 million payable together with the final instalment at maturity in September 2026. The facility bore interest at SOFR plus a margin of 3.25% per annum payable quarterly in arrears.
As of December 31, 2023, the outstanding balance of this facility was $24.7 million. $51.7 million CACIB, Bank Sinopac, CTBC Credit Facility On April 13, 2021, we entered into a secured facility for an amount of $51.7 million in order to refinance one of the three tranches of the $180.5 million Deutsche, CIT, HCOB, Entrust, Blue Ocean Credit Facility, that had a maturity date on June 30, 2022, of an amount $48.6 million.
As of December 31, 2024, the outstanding balance of this facility was $nil. $51.7 million CACIB, Bank Sinopac, CTBC Credit Facility On April 13, 2021, we entered into a secured facility for an amount of $51.7 million in order to refinance one of the three tranches of the $180.5 million Deutsche, CIT, HCOB, Blue Ocean Entrust Credit Facility, that had a maturity date on June 30, 2022, of an amount $48.6 million.
Year ended December 31, 2022 compared to Year ended December 31, 2021 For a discussion of our cash flows for the year ended December 31, 2022 compared to the year ended December 31, 2021, please see “Item 5. Operating and Financial Review and Prospects—B.
Year ended December 31, 2023 compared to Year ended December 31, 2022 For a discussion of our cash flows for the year ended December 31, 2023 compared to the year ended December 31, 2022, please see “Item 5. Operating and Financial Review and Prospects—B.
As of December 31, 2023, the outstanding balance of this facility was $66.0 million. 5.69% Senior Secured Notes due 2027 On June 16, 2022, Knausen Holding LLC (the “Issuer”), an indirect wholly-owned subsidiary of ours, closed on the private placement of $350.0 million of publicly rated/investment grade 5.69% Senior Secured Notes due 2027 (the “2027 Secured Notes”) to a limited number of accredited investors.
As of December 31, 2024, the outstanding balance of this facility was $23.5 million. 5.69% Senior Secured Notes due 2027 On June 16, 2022, Knausen Holding LLC (the “Issuer”), an indirect wholly-owned subsidiary of ours, closed on the private placement of $350.0 million of publicly rated/investment grade 5.69% Senior Secured Notes due 2027 (the “2027 Secured Notes”) to a limited number of accredited investors.
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 use of different assumptions could result in a material change in the fair value of these items, which could have a material impact on our financial position and results of operations.
Year ended December 31, 2022 compared to Year ended December 31, 2021 For a discussion of our results for the year ended December 31, 2022 compared to the year ended December 31, 2021, please see “Item 5. Operating and Financial Review and Prospects—A.
Year ended December 31, 2023 compared to Year ended December 31, 2022 For a discussion of our results for the year ended December 31, 2023 compared to the year ended December 31, 2022, please see “Item 5. Operating and Financial Review and Prospects—A.
We estimate that the average cost of each of the 25 drydockings completed on vessels in the fleet between January 2022 and December 2023 was $2.2 million, with an average loss of revenue of $1.7 million from off-hire.
We estimate that the average cost of each of the 25 drydockings completed on vessels in the fleet between January 2023 and December 2024 was $2.7 million, with an average loss of revenue of $1.6 million from off-hire.
As of December 31, 2023, the outstanding balance of the Chailease Credit Facility was $2.6 million. $268.0 Million Syndicated Senior Secured Credit Facility (CACIB, ABN, First-Citizens & Trust Company, Siemens, CTBC, Bank Sinopac, Palatine) On September 19, 2019, we entered into a Syndicated Senior Secured Credit Facility in order to refinance existing credit facilities that had a maturity date in December 2020, of an amount $224.3 million.
As of December 31, 2024, the outstanding balance of the Chailease Credit Facility was $nil. $268.0 Million Syndicated Senior Secured Credit Facility (CACIB, ABN, First-Citizens & Trust Company, Siemens, CTBC, Bank Sinopac, Palatine) On September 19, 2019, we entered into a Syndicated Senior Secured Credit Facility in order to refinance existing credit facilities that had a maturity date in December 2020, of an amount $224.3 million.
The new Facility is repayable in eight equal consecutive quarterly instalments of $4.5 million and ten equal consecutive quarterly instalments of $2.4 million. This facility bears interest at SOFR plus a margin of 2.75% per annum plus CAS payable quarterly in arrears.
The facility was repayable in eight equal consecutive quarterly instalments of $4.5 million and ten equal consecutive quarterly instalments of $2.4 million. This facility bears interest at SOFR plus a margin of 2.75% per annum plus CAS payable quarterly in arrears.
In December 2021, we entered into a USD one-month LIBOR interest rate cap of 0.75% through fourth quarter of 2026 on $484.1 million of floating rate debt and in February 2022 we entered into USD one-month LIBOR interest rate caps of 0.75% though fourth quarter of 2026 on $507.9 million of floating rate debt to hedge our cash flows.
In December 2021, we entered into a USD one-month London Interbank Offered Rate (“LIBOR”) interest rate cap of 0.75% through fourth quarter of 2026 on $484.1 million of floating rate debt and in February 2022 we entered into USD one-month LIBOR interest rate caps of 0.75% though fourth quarter of 2026 on $507.9 million of floating rate debt to hedge our cash flows.
The average cost of the 25 drydockings completed on vessels in the current fleet between January 2022 and December 2023 was $2.2 million with an average loss of revenue of $1.7 million while the relevant vessel was off-hire. The average cost for vessel upgrades due to commercial reasons was $ 0.5 million.
The average cost of the 25 drydockings completed on vessels in the current fleet between January 2023 and December 2024 was $2.7 million with an average loss of revenue of $1.6 million while the relevant vessel was off-hire. The average cost for vessel upgrades due to commercial reasons was $0.6 million.
The Facility is to be repaid in 36 consecutive monthly instalments of $0.2 million and 24 monthly instalments of $0.1 million with a final balloon of $1.3 million payable together with the final instalment. 62 Table of Contents This facility bears interest at SOFR plus a margin of 4.20% per annum.
The Facility was to be repaid in 36 consecutive monthly instalments of $0.2 million and 24 monthly instalments of $0.1 million with a final balloon of $1.3 million payable together with the final instalment. 62 Table of Contents This facility bore interest at SOFR plus a margin of 4.20% per annum.
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%.
In January 2022, we agreed a new senior secured debt facility to refinance its outstanding Syndicated Senior Secured Credit Facility, which extended the maturity date from September 2024 to December 2026, amended certain covenants in our favor at an unchanged rate of LIBOR + 3.00%.
From 2000 through 2008, a period of super-cyclical growth largely catalyzed by China, the Compound Annual Growth Rate (“CAGR”) of global containerized trade was 9.9%. Having contracted by 8.0% in 2009, during the Global Financial Crisis, growth rebounded to 15.3% the following year. The CAGR from 2010 through 2019 was 3.8%.
From 2000 through 2008, a period of super-cyclical growth largely catalyzed by China, the CAGR of global containerized trade was 9.9%. Having contracted by 8.0% in 2009, during the Global Financial Crisis, growth rebounded to 15.3% the following year. The CAGR from 2010 through 2019 was 3.8%.
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 determination of the fair value of acquired assets and liabilities requires us 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.
As of December 31, 2023, the outstanding balance of this facility was $73.3 million. $51.7 million Deutsche Bank AG Credit Facility On May 6, 2021, we entered into a secured facility for an amount of $51.7 million with Deutsche Bank AG in order to refinance one of the three previous tranches of the $180.5 million Deutsche, CIT, HCOB, Entrust, Blue Ocean Credit Facility, that had a maturity date on June 30, 2022, of an amount $48.5 million.
As of December 31, 2024, the outstanding balance of this facility was $52.1 million. $51.7 million Deutsche Bank AG Credit Facility On May 6, 2021, we entered into a secured facility for an amount of $51.7 million with Deutsche in order to refinance one of the three previous tranches of the $180.5 million Deutsche, CIT, HCOB, Blue Ocean Entrust Credit Facility, that had a maturity date on June 30, 2022, of an amount $48.5 million.
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.
The objective of the hedges is to reduce the variability of cash flows associated with the interest rates relating to our variable rate borrowings. When derivatives are used, we are exposed to credit loss in the event of non-performance by the counterparties; however, non-performance is not anticipated.
We have a purchase obligation to acquire the vessel at the end of the lease term and under ASC 842-40, the transaction has been accounted for as a failed sale.
We had a purchase obligation to acquire the vessel at the end of the lease term and under ASC 842-40, the transaction had been accounted for as a failed sale.
We have a purchase obligation to acquire the vessel at the end of the lease term and under ASC 842-40, the transaction has been accounted for as a failed sale.
We had a purchase obligation to acquire the vessel at the end of the lease term and under ASC 842-40, the transaction had been accounted for as a failed sale.
The new facility is repayable in 20 equal consecutive quarterly instalments of $1.2 million with a final balloon of $28.4 million payable together with the final instalment. The facility bears interest at SOFR plus a margin of 3.25% per annum payable quarterly in arrears.
The new facility was repayable in 20 equal consecutive quarterly instalments of $1.2 million with a final balloon of $28.4 million payable together with the final instalment. The facility bore interest at SOFR plus a margin of 3.25% per annum payable quarterly in arrears.
Tranche B amounts to $38.0 million was drawn down in full on February 10, 2020 and is scheduled to be repaid in 20 consecutive quarterly instalments of $1.0 million and a balloon payment of $18.million payable in the termination date on the fifth anniversary from the utilization date of Tranche A, which falls in September 24, 2024.
Tranche B amounting to $38.0 million was drawn down in full on February 10, 2020 and was scheduled to be repaid in 20 consecutive quarterly instalments of $1.0 million and a balloon payment of $18.0 million payable in the termination date on the fifth anniversary from the utilization date of Tranche A, in September 24, 2024.
Assuming SOFR of 5.0% , quarterly interest on total gross debt at December 31, 2023, without taking into account amortization of the premium or the effect of the interest rate caps, would amount to approximately $ 15.2 million. Our credit facilities require that we maintain $20.0 million minimum liquidity at each quarter end on group basis.
Assuming SOFR of 5.0%, quarterly interest on total gross debt at December 31, 2024, without taking into account amortization of the premium or the effect of the interest rate caps, would amount to approximately $11.7 million. Our credit facilities require that we maintain $20.0 million minimum liquidity at each quarter end on group basis.
As of December 31, 2023, the outstanding balance of this facility was $28.5 million. $12.0 Million Sinopac Capital International Credit Facility On August 27, 2021, we entered into a secured credit facility for an amount of $12.0 million with Sinopac Capital International (HK) Limited (“Sinopac Credit Facility”), which was partially used to fully refinance our Hayfin Credit Facility at that time.
As of December 31, 2024, the outstanding balance of this facility was $8.3 million. $12.0 Million Sinopac Capital International Credit Facility On August 27, 2021, we entered into a secured credit facility for an amount of $12.0 million with Sinopac Capital International (HK) Limited (“Sinopac Credit Facility”), which was partially used to fully refinance our Hayfin Credit Facility at that time.
The estimated market values, based on charter attached valuations as at December 31, 2023 with the assistance of an independent ship broking firm totaled $2,868.5 million. The carrying value of each of the vessels does not necessarily represent its fair market value or the amount that could be obtained if the vessels were sold.
The estimated market values, based on charter attached valuations as at December 31, 2024 with the assistance of an independent ship broking firm totaled $3,207.2 million. The carrying value of each of the vessels does not necessarily represent its fair market value or the amount that could be obtained if the vessels were sold.
As of December 31, 2023 and December 31, 2022, we were in compliance with our debt covenants.
As of December 31, 2024 and December 31, 2023, we were in compliance with our debt covenants.
The fixed interest rate was determined on June 1, 2022, based on the interpolated interest rate of 2.84% plus a margin 2.85%. 60 Table of Contents We used the net proceeds from the private placement for the repayment of the remaining outstanding balances on our New Hayfin Credit Facility and the Hellenic Bank Credit Facility (releasing five unencumbered vessels), and our 2024 Notes.
The fixed interest rate was determined on June 1, 2022, based on the interpolated interest rate of 2.84% plus a margin 2.85%. 60 Table of Contents We used the net proceeds from the private placement for the repayment of the remaining outstanding balances on our New Hayfin Credit Facility and the Hellenic Bank Credit Facility (releasing five unencumbered vessels), and our 8.00% Senior Unsecured Notes due 2024 (“2024 Notes”).
Each Tranche of the facility is repayable in 16 equal consecutive quarterly instalments of $0.7 million. The facility bears interest at SOFR plus a margin of 3.50% per annum payable quarterly in arrears.
Each Tranche of the facility was repayable in 16 equal consecutive quarterly instalments of $0.7 million. The facility bore interest at SOFR plus a margin of 3.50% per annum payable quarterly in arrears.
In 2023, an estimated 73% of global containerized volumes were on the non-Mainlane trades, with intra-regional trades—of which the largest is Intra-Asia—representing almost 40%. These non-Mainlane and intra-regional trades are predominantly served by mid-sized and smaller containerships (10,000 TEU, or smaller). Growth in containerized trade is linked to consumer-led demand for goods and thereby to regional economic growth.
In 2024, an estimated 74% of global containerized volumes were on the non-Mainlane trades, with intra-regional trades—of which the largest is Intra-Asia—representing 41%. These non-Mainlane and intra-regional trades are predominantly served by mid-sized and smaller containerships (10,000 TEU, or smaller). Growth in containerized trade is linked to consumer-led demand for goods and thereby to regional economic growth.
As of December 31, 2023, the outstanding balance of this facility was $40.1 million. $64.2 million Hamburg Commercial Bank AG Credit Facility On April 15, 2021, we entered into a Senior Secured term loan facility with HCOB “the HCOB Facility” for an amount of up to $64.2 million in order to finance the acquisition of six out of the Seven Vessels.
As of December 31, 2024, the outstanding balance of this facility was $nil. $64.2 million Hamburg Commercial Bank AG Credit Facility On April 15, 2021, we entered into a Senior Secured term loan facility with HCOB for an amount of up to $64.2 million in order to finance the acquisition of six out of the Seven Vessels.
Total operating expenses is primarily comprised of: • Vessel Operating Expenses: Vessel operating expenses, which relate to the operation of the vessels themselves, were $179.2 million for the year ended December 31, 2023 (or 26.6% of operating revenues) compared to $167.4 million for the year ended December 31, 2022 (or 25.9% of operating revenues).
Total operating expenses is primarily comprised of: • Vessel Operating Expenses: Vessel operating expenses, which relate to the operation of the vessels themselves, were $191.4 million for the year ended December 31, 2024 (or 26.9% of operating revenues) compared to $179.2 million for the year ended December 31, 2023 (or 26.6% of operating revenues).
Containerization is a low-carbon form of transportation, with Green House Gas (“GHG”) emissions per ton-mile of cargo carried significantly lower than that for other common modes of freight transport such as air, road, and rail.
Containerization is a low-carbon form of transportation, with GHG emissions per ton-mile of cargo carried significantly lower than that for other common modes of freight transport such as air, road, and rail.
As of December 31, 2023, the outstanding balance of this sale and leaseback agreement was $36.0 million. $14.7 million Sale and Leaseback agreement-Neptune Maritime Leasing On May 12, 2021, we entered into a $14.7 million sale and leaseback agreement with Neptune Maritime Leasing (“Neptune”) to finance the acquisition of GSL Violetta delivered in April 2021.
As of December 31, 2024, the outstanding balance of this sale and leaseback agreement was $nil. $14.7 million Sale and Leaseback agreement-Neptune Maritime Leasing On May 12, 2021, we entered into a $14.7 million sale and leaseback agreement with Neptune to finance the acquisition of GSL Violetta delivered in April 2021.
The sale and leaseback agreement matures in May 2028 and bears interest at SOFR plus a margin of 3.25% per annum plus CAS payable quarterly in arrears.
The sale and leaseback agreement matured in May 2028 and bore interest at SOFR plus a margin of 3.25% per annum plus CAS payable quarterly in arrears.
The average cost per ownership day for the year ended December 31, 2023 was $7,380, compared to $7,058 for the prior year period, up $322 per day, or 4.6%. • Time Charter and Voyage Expenses: Time charter and voyage expenses, which comprise mainly commission paid to ship brokers, the cost of bunker fuel for owner’s account when a ship is off-hire or idle and miscellaneous costs associated with a ship’s voyage for the owner’s account, were $23.6 million for the year ended December 31, 2023 (or 3.5% of operating revenues) compared to $21.2 million for the year ended December 31, 2022 (or 3.3% of operating revenues).
The average cost per ownership day for the year ended December 31, 2024 was $7,670, compared to $7,380 for the prior year period, up $290 per day, or 3.9%. • Time Charter and Voyage Expenses: Time charter and voyage expenses, which comprise mainly of commission paid to ship brokers, the cost of bunker fuel for owner’s account when a ship is off-hire or idle and miscellaneous costs associated with a ship’s voyage for the owner’s account, were $23.5 million for the year ended December 31, 2024 (or 3.3% of operating revenues) compared to $23.6 million for the year ended December 31, 2023 (or 3.5% of operating revenues).
We would not enter into derivatives for trading or speculative purposes. 57 Table of Contents Cash Flows The table below shows our consolidated cash flows for each of the years ended December 31, 2023, 2022 and 2021: Year ended December 31, 2023 2022 2021 (in millions of U.S. dollars) Cash flows from operating activities Net income $ 304.5 $ 292.9 $ 171.5 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 91.7 81.3 61.6 Impairment of vessels 18.8 3.0 — Gain on sale of vessel — — (7.8) Amounts reclassified to/(from) other comprehensive income 0.2 (1.1) — Amortization of derivative assets’ premium 4.3 1.1 — Amortization of deferred financing costs 5.5 11.2 8.3 Amortization of original issue premium on repurchase of notes — 0.8 8.6 Amortization of intangible liabilities-charter agreements (8.1) (41.2) (45.4) Fair value adjustment on derivative asset 5.4 (9.7) — Prepayment fees on debt repayment — 15.2 3.2 Share based compensation expense 10.2 10.1 3.5 Movement in working capital (57.5) (36.1) 44.4 Net cash provided by operating activities (*) 375.0 327.5 247.9 Cash flows from investing activities Acquisition of vessels and intangibles (123.3) — (463.7) Net proceeds from sale of vessels 5.9 — 16.5 Cash paid for vessel expenditures (19.6) (5.5) (4.6) Advances for vessel acquisitions and other additions (9.6) (3.8) (3.3) Time deposits acquired (5.4) (0.6) (7.9) Net cash used in investing activities (*) (152.0) (9.9) (463.0) Cash flows from financing activities Proceeds from issuance of 2024 Notes — — 22.7 Deferred financing costs paid (1.2) (9.7) (13.8) Repayment of refinanced debt, including prepayment fees — (276.7) (152.8) Proceeds from 2027 Secured Notes — 350.0 — Repurchase of 2024 Notes, including premium — (119.9) — Repurchase of 2022 Notes, including premium — — (239.2) Proceeds from drawdown of credit facilities and sale and leaseback 76.0 60.0 744.5 Repayment of credit facilities and sale and leaseback (202.3) (167.0) (115.5) Net proceeds from offering of Class A common shares, net of offering costs — — 67.5 Cancellation of Class A common shares (22.0) (20.0) (10.0) Proceeds from offering of Series B preferred shares, net of offering costs — — 51.2 Class A common shares-dividend paid (53.2) (50.5) (27.9) Series B preferred shares – dividends paid (9.5) (9.5) (8.3) Net cash (used in)/provided by financing activities (212.2) (243.3) 318.4 Net increase in cash and cash equivalents and restricted cash 10.8 74.3 103.3 Cash and cash equivalents and restricted cash at beginning of the year 269.9 195.6 92.3 Cash and cash equivalents and restricted cash at end of the year $ 280.7 $ 269.9 $ 195.6 58 Table of Contents Year ended December 31, 2023 compared to Year ended December 31, 2022 (*) Net cash provided by operating activities was $375.0 million for the year ended December 31, 2023 reflecting mainly net income of $304.5 million, adjusted for depreciation and amortization of $91.7 million, impairment loss of $18.8 million, amounts reclassified to other comprehensive income of $0.2 million, amortization of derivative assets premium of $4.3 million, amortization of deferred financing costs and original issue premium of $9.8 million, amortization of intangible liabilities of $8.1 million, share-based compensation of $10.2 million, fair value adjustment on derivative asset of $5.4 million, plus movements in working capital, including deferred revenue, of $57.5 million.
We would not enter into derivatives for trading or speculative purposes. 57 Table of Contents Cash Flows The table below shows our consolidated cash flows for each of the years ended December 31, 2024, 2023 and 2022: Year ended December 31, 2024 2023 2022 (in millions of U.S. dollars) Cash flows from operating activities Net income $ 353.6 $ 304.5 $ 292.9 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 100.0 91.7 81.3 Impairment of vessels - 18.8 3.0 Amounts reclassified to/(from) other comprehensive income 0.9 0.2 (1.1) Amortization of derivative assets’ premium 4.6 4.3 1.1 Amortization of deferred financing costs 6.8 5.5 11.2 Amortization of original issue premium on repurchase of notes - - 0.8 Amortization of intangible liabilities-charter agreements (5.5) (8.1) (41.2) Fair value adjustment on derivative asset 5.2 5.4 (9.7) Prepayment fees on debt repayment 0.9 - 15.2 Share based compensation expense 8.7 10.2 10.1 Movement in working capital (45.1) (57.5) (36.1) Net cash provided by operating activities (*) 430.1 375.0 327.5 Cash flows from investing activities Acquisition of vessels and intangibles (205.5) (123.3) - Net proceeds from sale of vessels - 5.9 - Cash paid for vessel expenditures (12.8) (19.6) (5.5) Advances for vessel acquisitions and other additions (24.1) (9.6) (3.8) Time deposits acquired (12.2) (5.4) (0.6) Net cash used in investing activities (*) (254.6) (152.0) (9.9) Cash flows from financing activities Deferred financing costs paid (3.1) (1.2) (9.7) Repayment of refinanced debt, including prepayment fees (292.0) - (276.7) Proceeds from 2027 Secured Notes - - 350.0 Repurchase of 2024 Notes, including premium - - (119.9) Proceeds from drawdown of credit facilities and sale and leaseback 344.5 76.0 60.0 Repayment of credit facilities and sale and leaseback (185.4) (202.3) (167.0) Net proceeds from offering of Class A common shares, net of offering costs 0.3 - - Cancellation of Class A common shares (5.0) (22.0) (20.0) Class A common shares-dividend paid (58.4) (53.2) (50.5) Series B preferred shares – dividends paid (9.5) (9.5) (9.5) Net cash used in financing activities (208.6) (212.2) (243.3) Net (decrease)/increase in cash and cash equivalents and restricted cash (33.1) 10.8 74.3 Cash and cash equivalents and restricted cash at beginning of the year 280.7 269.9 195.6 Cash and cash equivalents and restricted cash at end of the year $ 247.6 $ 280.7 $ 269.9 58 Table of Contents Year ended December 31, 2024 compared to Year ended December 31, 2023 (*) Net cash provided by operating activities was $430.1 million for the year ended December 31, 2024 reflecting mainly net income of $353.6 million, adjusted for depreciation and amortization of $100.0 million, amounts reclassified to other comprehensive income of $0.9 million, amortization of derivative assets premium of $4.6 million, amortization of deferred financing costs of $6.8 million, prepayment fees on debt repayment of $0.9 million, amortization of intangible liabilities of $5.5 million, stock-based compensation of $8.7 million, fair value adjustment on derivative asset of $5.2 million, amortization of derivative assets’ premium of $4.6 million, plus movements in working capital, including deferred revenue, of $45.1 million.
During the year ended December 31, 2023, we made reclassifications to the prior year statement of cash flows to correct and reclassify payments for drydocking and special survey costs from investing outflows to operating outflows which resulted in a decrease in investing outflows and increase in operating outflows of $24.4 million and $19.2 million for the years ended December 31, 2022 and December 31, 2021 respectively.
As of December 31, 2023, we made reclassifications to the prior year statement of cash flows to correct and reclassify payments for drydocking and special survey costs from investing outflows to operating outflows which resulted in a decrease in investing outflows and increase in operating outflows of $24.4 million for the year ended December 31, 2022.
Operating Results—Results of Operations—Year Ended December 31, 2022 Compared to the Year Ended December 31, 2021” contained in our Annual Report on Form 20-F for the year ended December 31, 2022, filed with the SEC on March 23, 2023. B.
Operating Results—Results of Operations—Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022” contained in our Annual Report on Form 20-F for the year ended December 31, 2023, filed with the SEC on March 20, 2024. B.
Interest Income Interest income earned on cash balances for the year ended December 31, 2023 was $9.8 million compared to $2.5 million for the year ended December 31, 2022 with the increase being mainly due to net increase in cash and cash equivalents deposited in time deposits during 2023.
Interest Income Interest income earned on cash balances for the year ended December 31, 2024 was $16.7 million compared to $9.8 million for the year ended December 31, 2023 with the increase being mainly due to net increase in cash and cash equivalents deposited in time deposits during 2024.
Liquidity and Capital Resources—Year Ended December 31, 2022 Compared to Year Ended December 31, 2021” contained in our Annual Report on Form 20-F for the year ended December 31, 2022, filed with the SEC on March 23, 2023.
Liquidity and Capital Resources— Year Ended December 31, 2023 Compared to Year Ended December 31, 2022” contained in our Annual Report on Form 20-F for the year ended December 31, 2023, filed with the SEC on March 20, 2024.
(G) Indicates geared vessel. (*) Indicates vessels for which the market value based on charter attached valuations was lower than the carrying value as at December 31, 2023. The aggregate carrying value of these vessels at December 31, 2023 exceeded their aggregate market value based on charter attached valuations as at December 31, 2023 by approximately $53.8 million.
(G) Indicates geared vessel. (*) Indicates vessels for which the market value based on charter attached valuations was lower than the carrying value as at December 31, 2024. The aggregate carrying value of these vessels at December 31, 2024 exceeded their aggregate market value based on charter attached valuations as at December 31, 2024 by approximately $32.2 million.
The duration of drydockings was adversely affected in 2022 by delays caused by COVID-19 and by continuing congestion at Chinese and other shipyards, which also affected 2021. 11 drydockings were completed in 2021 for regulatory reasons and 11 for vessel upgrades, the total cost of which, excluding the effect of the associated 752 days of off-hire, was $28.3 million. 69 Table of Contents Derivative instruments We are exposed to interest rate risk relating to our variable rate borrowings.
The duration of drydockings was adversely affected in 2022 by delays caused by COVID-19 and by continuing congestion at Chinese and other shipyards. 12 drydockings were completed in 2022 for regulatory reasons and 26 for vessel upgrades, the total cost of which, excluding the effect of the associated 581 days of off-hire, was $34.7 million. 69 Table of Contents Derivative instruments We are exposed to interest rate risk relating to our variable rate borrowings.
Net cash used in financing activities for the year ended December 31, 2023 was $212.2 million, including $1.2 million deferred financing costs paid, $202.3 million repayment of credit facilities, $22.0 million purchase and retirement of 1,242,663 Class A common shares, $53.2 million dividends paid on our Class A common shares, $9.5 million dividends paid on our Series B Preferred Shares offset by $76.0 million drawdown of new credit facility.
Net cash used in financing activities for the year ended December 31, 2023 was $212.2 million, including $1.2 million deferred financing costs paid, $202.3 million repayment of credit facilities and sale and leaseback, $22.0 million purchase and retirement of 1,242,663 Class A common shares, $53.2 million dividends paid on our Class A common shares, $9.5 million dividends paid on our Series B Preferred Shares, which was offset by $76.0 million that we drew down under our Macquarie Credit Facility.
Operating Income As a consequence of all preceding items, operating income was $343.2 million for the year ended December 31, 2023 compared to an operating income of $354.2 million for the year ended December 31, 2022.
Operating Income As a consequence of all preceding items, operating income was $379.1 million for the year ended December 31, 2024 compared to an operating income of $343.2 million for the year ended December 31, 2023.
We evaluated the reclassifications from both a quantitative and qualitative perspective and determined the impacts were immaterial to the previously issued interim and annual financial statements. 53 Table of Contents Results of Operations Year ended December 31, 2023 compared to Year ended December 31, 2022 Year ended December 31, 2023 2022 (in millions of U.S. dollars) Operating Revenues Time charter revenue $ 674.8 $ 645.6 Operating Expenses Vessel operating expenses (179.2) (167.4) Time charter and voyage expenses (23.6) (21.2) Depreciation and amortization (91.7) (81.3) Impairment of vessels (18.8) (3.0) General and administrative expenses (18.3) (18.5) Total operating expenses (331.6) (291.4) Operating Income 343.2 354.2 Non-Operating Income / (Expenses) Interest income 9.8 2.5 Interest and other finance expenses (44.8) (75.3) Other income, net 2.1 1.8 Fair value adjustment on derivative asset (5.4) 9.7 Income taxes (0.4) 0.0 Net Income 304.5 292.9 Earnings allocated to Series B Preferred Shares (9.5) (9.5) Net Income available to Common Shareholders $ 295.0 $ 283.4 Operating Revenues Operating revenues reflect income under fixed rate time charters and were $674.8 million in the year ended December 31, 2023, an increase of $29.2 million, or 4.5%, from operating revenues of $645.6 million for 2022.
As of December 31, 2023, we evaluated the reclassifications from both a quantitative and qualitative perspective and determined the impacts were immaterial to the previously issued interim and annual financial statements. 53 Table of Contents Results of Operations Year ended December 31, 2024 compared to Year ended December 31, 2023 Year ended December 31, 2024 2023 (in millions of U.S. dollars) Operating Revenues Time charter revenue $ 711.1 $ 674.8 Operating Expenses Vessel operating expenses (191.4) (179.2) Time charter and voyage expenses (23.5) (23.6) Depreciation and amortization (100.0) (91.7) Impairment of vessels — (18.8) General and administrative expenses (17.1) (18.3) Total operating expenses (332.0) (331.6) Operating Income 379.1 343.2 Non-Operating Income / (Expenses) Interest income 16.7 9.8 Interest and other finance expenses (40.7) (44.8) Other income, net 3.7 2.1 Fair value adjustment on derivative asset (5.2) (5.4) Income taxes — (0.4) Net Income 353.6 304.5 Earnings allocated to Series B Preferred Shares (9.5) (9.5) Net Income available to Common Shareholders $ 344.1 $ 295.0 Operating Revenues Operating revenues reflect income under fixed rate time charters and were $711.1 million in the year ended December 31, 2024, an increase of $36.3 million, or 5.4%, from operating revenues of $674.8 million for 2023.
This credit facility is divided into four tranches (one tranche per vessel) and was fully drawn in the second quarter of 2023.
This credit facility is divided into four tranches (one tranche per vessel), has a maturity in May 2026 and was fully drawn in the second quarter of 2023.
The new secured credit facility has a maturity in April 2026. The Lenders are CACIB, Bank Sinopac Co. Ltd. (“Bank Sinopac”) and CTBC. The facility is repayable in 20 equal consecutive quarterly instalments of $1.3 million with a final balloon of $26.2 million payable together with the final instalment.
The new secured credit facility has a maturity in April 2026. The Lenders were CACIB, Bank Sinopac and CTBC. The facility was repayable in 20 equal consecutive quarterly instalments of $1.3 million with a final balloon of $26.2 million payable together with the final instalment.
In addition, each of our vessels is subject to a drydock approximately every five years. 13 drydockings were completed in 2023 for regulatory reasons and 35 vessel upgrades were completed, the total cost of which, excluding the effect of the associated 701 days of off-hire, was $48.8 million. 12 drydockings were completed in 2022 for regulatory reasons and 26 for vessel upgrades, the total cost of which, excluding the effect of the associated 581 days of off-hire, was $34.7 million.
In addition, each of our vessels is subject to a drydock approximately every five years. 12 drydockings were completed in 2024 for regulatory reasons and 49 vessel upgrades were completed, the total cost of which, excluding the effect of the associated 807 days of off-hire, was $77.5 million. 13 drydockings were completed in 2023 for regulatory reasons and 35 for vessel upgrades, the total cost of which, excluding the effect of the associated 701 days of off-hire, was $48.8 million.
Negative growth of 1.9% was seen in 2020, followed by a strong rebound, with positive growth of 5.9% in 2021. Containerized trade contracted by 1.8% in 2022, and is currently estimated to have shrunk by approximately 0.5% in 2023.
Negative growth of 1.9% was seen in 2020, followed by a strong rebound, with positive growth of 5.8% in 2021. Containerized trade contracted by 1.9% in 2022, was flat-to-marginally-negative in 2023, and is currently estimated to have expanded by 5.8% in 2024.
As of December 31, 2023, the outstanding balance of this facility was $39.0 million. $9.0 million Chailease Credit Facility On February 26, 2020, we entered into a secured term facility agreement with Chailease International Financial Services Pte., for an amount of $9.0 million. The Chailease credit facility was used to refinance of DVB Credit Facility.
As of December 31, 2024, the outstanding balance of this facility was $nil. $9.0 million Chailease Credit Facility On February 26, 2020, we entered into a secured term facility agreement with Chailease International Financial Services Pte., for an amount of $9.0 million.
As of December 31, 2023 and 2022, the Company recorded a derivative asset of $41.5 million and $63.5 million, respectively. 70 Table of Contents Intangible assets and liabilities-charter agreements Our intangible assets and liabilities consist of unfavorable lease terms on charter agreements acquired in assets acquisitions.
As of December 31, 2024 and 2023, we recorded a derivative asset of $6.0 million and $41.5 million, respectively. 70 Table of Contents Intangible assets and liabilities-charter agreements Our intangible assets and liabilities consist of unfavorable lease terms on charter agreements acquired in assets acquisitions.
All our revenues are denomi nated in U.S. dollars and a portion of our expenses are denominated in currencies other than U.S. dollars. As of December 31, 2023, we had $ 294.7 million in cash and cash equivalents, including restricted cash and time deposits.
All our revenues are denominated in U.S. dollars and a portion of our expenses are denominated in currencies other than U.S. dollars. As of December 31, 2024, we had $273.8 million in cash and cash equivalents, including restricted cash and time deposits.
Other repair costs are expensed. 13 drydockings were completed in 2023 for regulatory reasons and 35 vessel upgrades were completed, the total cost of which, excluding the effect of the associated 701 days of off-hire, was $48.8 million. 12 drydockings were completed in 2022 for regulatory reasons and 26 vessel upgrades were completed, the total cost of which, excluding the effect of the associated 581 days of off-hire, was $34.7 million.
Other repair costs are expensed. 12 drydockings were completed in 2024 for regulatory reasons and 49 vessel upgrades were completed, the total cost of which, excluding the effect of the associated 807 days of off-hire, was $77.5 million. 13 drydockings were completed in 2023 for regulatory reasons and 35 vessel upgrades were completed, the total cost of which, excluding the effect of the associated 701 days of off-hire, was $48.8 million.
Net supply CAGR from 2021 through 2023, is estimated at 5.6% and, as of December 31, 2023, the containership fleet was estimated to be 5,906 ships, with an aggregate capacity estimated at 27.9 million TEU – around 45% of which is chartered in from containership owners like Global Ship Lease.
Net supply CAGR from 2021 through 2024, is estimated at 7.5% and, as of December 31, 2024, the containership fleet was estimated to be 6,215 ships, with an aggregate capacity estimated at 30.8 million TEU – around 42% of which is chartered in from containership owners like Global Ship Lease.
Net Income Available to Common Shareholders Net income available to common shareholders for the year ended December 31, 2023 was $295.0 million, compared to a net income available to common shareholders of $283.4 million for the year ended December 31, 2022.
Net Income Available to Common Shareholders Net income available to common shareholders for the year ended December 31, 2024 was $344.1 million, compared to a net income available to common shareholders of $295.0 million for the year ended December 31, 2023.
We believe that these sources of funds will be sufficient to meet our short-term and long-term liquidity needs although we cannot assure you that we will be able to secure adequate financing or to obtain additional funds on favorable terms, to meet our liquidity needs.
Since our working capital is positive, we believe that we have sufficient funds to meet our short-term and long-term liquidity needs although we cannot assure you that we will be able to secure adequate financing or to obtain additional funds on favorable terms, to meet our liquidity needs.
Our audited consolidated statements of income and cash flows for the years ended December 31, 2020 and 2019 and our audited consolidated balance sheets as of December 31, 2021, 2020, and 2019, and the notes thereto, are not included herein. 2023 2022 2021 2020 2019 (1) (Expressed in millions of U.S. dollars, except for per share data) Statement of Income Operating revenues: Time charter revenue $ 674.8 $ 645.6 $ 448.0 $ 282.8 $ 261.1 Operating expenses: Vessel operating expenses (179.2) (167.4) (130.3) (102.8) (87.8) Time charter and voyage expenses (23.6) (21.2) (13.1) (11.2) (9.0) Depreciation and amortization (91.7) (81.3) (61.6) (47.0) (43.9) General and administrative expenses (18.3) (18.5) (13.2) (8.4) (8.8) Impairment of vessels (18.8) (3.0) — (8.5) — Gain/(Loss) on sale of vessels — — 7.8 (0.2) — Total operating expenses (331.6) (291.4) (210.4) (178.1) (149.5) Operating Income 343.2 354.2 237.6 104.7 111.6 Non-operating income/(expenses) Interest income 9.8 2.5 0.4 1.0 1.8 Interest and other finance expenses (44.8) (75.3) (69.2) (65.4) (75.0) Other income, net 2.1 1.8 2.8 1.3 1.5 Fair value adjustment on derivative asset (5.4) 9.7 — — — Income before income taxes 304.9 292.9 171.6 41.6 39.9 Income taxes (0.4) 0.0 (0.1) (0.0) (0.0) Net Income 304.5 292.9 171.5 41.6 39.9 Earnings allocated to Series B Preferred Shares (9.5) (9.5) (8.3) (4.0) (3.1) Net Income available to common shareholders 295.0 283.4 163.2 37.6 36.8 Net Earnings per Class A common share in $ Basic 8.33 7.74 4.65 1.23 1.48 Diluted 8.21 7.62 4.60 1.22 1.48 Weighted average number of Class A common shares outstanding Basic in millions 35.4 36.6 35.1 17.7 11.9 Diluted in millions 35.9 37.2 35.5 17.8 11.9 Net income per Class B common share in $ Basic and diluted Nil Nil Nil Nil Nil Weighted average number of Class B common shares outstanding Basic and diluted in millions Nil Nil Nil Nil Nil Dividend per Class A common share in $ 53.2 50.5 27.9 — — Statement of cash flow (2) Net cash provided by Operating Activities 375.0 327.5 247.9 89.7 86.0 Net cash used in Investing Activities (152.0) (9.9) (463.0) (24.9) (92.5) Net cash (used in)/provided by Financing Activities (212.2) (243.3) 318.4 (120.2) 64.1 Balance sheet data (at year end) Total current assets 295.7 237.0 143.4 98.6 161.9 Vessels in operation 1,664.1 1,623.3 1,682.8 1,140.6 1,155.6 Total assets 2,171.8 2,106.2 1,994.1 1,274.2 1,351.8 Debt (current and non-current portion), net 812.4 934.4 1,070.5 769.5 896.9 Class A and B common shares 0.4 0.4 0.4 0.2 0.2 Shareholders’ equity 1,184.4 966.5 712.6 464.7 406.4 Other data Number of vessels in operation at year end 68 65 65 43 43 Ownership days 24,285 23,725 19,427 16,044 14,326 Utilization 95.9% 95.5% 94.3% 93.0 % 94.4% (1) On January 2, 2019, as a consequence of the completion of the Poseidon Transaction, all of our issued and outstanding Class B common shares converted one-for-one into Class A common shares.
Our audited consolidated statements of income and cash flows for the years ended December 31, 2021 and 2020 and our audited consolidated balance sheets as of December 31, 2022, 2021, and 2020, and the notes thereto, are not included herein. 2024 2023 2022 2021 2020 (Expressed in millions of U.S. dollars, except for per share data) Statement of Income Operating revenues: Time charter revenue $ 711.1 $ 674.8 $ 645.6 $ 448.0 $ 282.8 Operating expenses: Vessel operating expenses (191.4) (179.2) (167.4) (130.3) (102.8) Time charter and voyage expenses (23.5) (23.6) (21.2) (13.1) (11.2) Depreciation and amortization (100.0) (91.7) (81.3) (61.6) (47.0) General and administrative expenses (17.1) (18.3) (18.5) (13.2) (8.4) Impairment of vessels — (18.8) (3.0) — (8.5) Gain/(Loss) on sale of vessels — — — 7.8 (0.2) Total operating expenses (332.0) (331.6) (291.4) (210.4) (178.1) Operating Income 379.1 343.2 354.2 237.6 104.7 Non-operating income/(expenses) Interest income 16.7 9.8 2.5 0.4 1.0 Interest and other finance expenses (40.7) (44.8) (75.3) (69.2) (65.4) Other income, net 3.7 2.1 1.8 2.8 1.3 Fair value adjustment on derivative asset (5.2) (5.4) 9.7 — — Income before income taxes 353.6 304.9 292.9 171.6 41.6 Income taxes — (0.4) 0.0 (0.1) (0.0) Net Income 353.6 304.5 292.9 171.5 41.6 Earnings allocated to Series B Preferred Shares (9.5) (9.5) (9.5) (8.3) (4.0) Net Income available to common shareholders 344.1 295.0 283.4 163.2 37.6 Net Earnings per Class A common share in $ Basic 9.74 8.33 7.74 4.65 1.23 Diluted 9.67 8.21 7.62 4.60 1.22 Weighted average number of Class A common shares outstanding Basic in millions 35.3 35.4 36.6 35.1 17.7 Diluted in millions 35.6 35.9 37.2 35.5 17.8 Net income per Class B common share in $ Basic and diluted Nil Nil Nil Nil Nil Weighted average number of Class B common shares outstanding Basic and diluted in millions Nil Nil Nil Nil Nil Dividend per Class A common share in $ 58.4 53.2 50.5 27.9 — Statement of cash flow (1) Net cash provided by Operating Activities 430.1 375.0 327.5 247.9 89.7 Net cash used in Investing Activities (254.6) (152.0) (9.9) (463.0) (24.9) Net cash (used in)/provided by Financing Activities (208.6) (212.2) (243.3) 318.4 (120.2) Balance sheet data (at year end) Total current assets 301.2 295.7 237.0 143.4 98.6 Vessels in operation 1,884.6 1,664.1 1,623.3 1,682.8 1,140.6 Total assets 2,373.2 2,171.8 2,106.2 1,994.1 1,274.2 Debt (current and non-current portion), net 684.1 812.4 934.4 1,070.5 769.5 Class A and B common shares 0.4 0.4 0.4 0.4 0.2 Shareholders’ equity 1,463.5 1,184.4 966.5 712.6 464.7 Other data Number of vessels in operation at year end 71 68 65 65 43 Ownership days 24,937 24,285 23,725 19,427 16,044 Utilization 96.1% 95.9% 95.5% 94.3% 93.0% (1) As of December 31, 2023, we made reclassifications to our December 31, 2022, 2021 and 2020 statement of cash flows to correct and reclassify payments for drydocking and special survey costs from investing outflows to operating outflows which resulted in a decrease in investing outflows and increase in operating outflows of $24.4 million, $19.2 million and $14.8 million for the years ended December 31, 2022, December 31, 2021 and December 31, 2020, respectively.
Leverage As of December 31, 2023, we had $823.2 million of debt outstanding of which $284.4 million was for our 2027 Secured Notes which carry interest at the fixed rate 5.69% and $538.8 million was floating rate debt across a number of facilities and sale and leaseback arrangements and bearing interest at SOFR based on interest rate cap agreements mentioned below plus an average margin of approximately 3.15%.
Leverage As of December 31, 2024, we had $691.1 million of debt outstanding of which $231.9 million was for our 2027 Secured Notes which carry interest at the fixed rate 5.69% and $459.2 million was floating rate debt across a number of facilities and sale and leaseback arrangements and bearing interest at SOFR based on interest rate cap agreements mentioned below plus an average margin of approximately 2.47%.
Interest and other finance expenses Interest and other finance expenses for the year ended December 31, 2023 was $44.8 million, down from $75.3 million for the prior year.
Interest and other finance expenses Interest and other finance expenses for the year ended December 31, 2024 was $40.7 million, down from $44.8 million for the prior year.
On the supply side: as at December 31, 2023, idle capacity of the global containership fleet was 1.3%, and the overall orderbook-to-fleet ratio stood at 26.8% — down from 1.9% and 29.4%, respectively, at the end of 2022. The containerized supply chain extends throughout the world.
On the supply side: as at December 31, 2024, idle capacity of the global containership fleet was 0.6%, and the overall orderbook-to-fleet ratio stood at 27.4% - compared to 1.3% and 26.6%, respectively, at the end of 2023. The containerized supply chain extends throughout the world.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeLister has been our Chief Commercial Officer since August 2008 and, from April 2017 until the merger with Poseidon Containers in November 2018, was also our Chief Financial Officer. Effective March 31, 2024, Mr. Lister will become our Chief Executive Officer. Since 2019, Mr. Lister has led our ESG initiatives to ensure close alignment of our commercial and ESG strategies.
Biggest changeLister has been our Chief Executive Officer as of March 31, 2024. Mr. Lister had been our Chief Commercial Officer from August 2008 to March 31, 2024, and, from April 2017 until the Poseidon Transaction in November 2018, was also our Chief Financial Officer. Since 2019, Mr.
In 2005, Mr. van Lacum became Director of the Fortis Principal Finance Group in the USA, responsible for holding equity investments and structuring debt instruments within the Transportation Sector. In 2009, Mr. van Lacum joined the Transportation Capital Group (“TCG”) as a Partner in the Netherlands focusing primarily on holding investments in the maritime industry.
In 2005, Mr. van Lacum became Director of the Fortis Principal Finance Group in the USA, responsible for holding equity investments and structuring debt instruments within the Transportation Sector. In 2009, Mr. van Lacum joined the Transportation Capital Group as a Partner in the Netherlands focusing primarily on holding investments in the maritime industry.
He has served as Chief Financial Officer of Poseidon Containers and Technomar, which he joined in 2011, participating in more than 190 successful S&P transactions including distressed deals, and from January, 2024, provides limited advisory services to Technomar when requested. Prior to Poseidon, he was financial controller in Dolphin Capital, an AIM listed real estate development fund.
He has served as Chief Financial Officer of Poseidon Containers and Technomar, which he joined in 2011, participating in more than 200 successful S&P transactions including distressed deals, and from January, 2024, provides limited advisory services to Technomar when requested. Prior to Poseidon, he was financial controller in Dolphin Capital, an AIM listed real estate development fund.
It also assesses the adequacy and effectiveness of our corporate governance guidelines, reviewing and recommending changes to the Board of Directors whenever necessary. 79 Table of Contents Conflicts Committee We have established a Conflicts Committee to review, evaluate, and approve any transaction or other matter referred or disclosed to it where a conflict of interest or potential conflict of interest exists or arises, whether real or perceived.
It also assesses the adequacy and effectiveness of our corporate governance guidelines, reviewing and recommending changes to the Board of Directors whenever necessary. 78 Table of Contents Conflicts Committee We have established a Conflicts Committee to review, evaluate, and approve any transaction or other matter referred or disclosed to it where a conflict of interest or potential conflict of interest exists or arises, whether real or perceived.
Our ESG committee consists of Messrs. Neugeborn, van Lacum, Wils, and Giouroukos. D. Employees As of December 31, 2023, we had seven employees. E. Share Ownership See “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders” for information regarding beneficial ownership by our directors and executive officers. See “Item 6. Directors, Senior Management and Employees—B.
Our ESG committee consists of Messrs. Neugeborn, van Lacum, Wils, and Giouroukos. D. Employees As of December 31, 2024, we had seven employees. E. Share Ownership See “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders” for information regarding beneficial ownership by our directors and executive officers. See “Item 6. Directors, Senior Management and Employees—B.
Lister worked in a number of managerial, strategic and operational roles for liner shipping companies and their agents. Mr. Lister graduated from Durham University and holds an MBA from INSEAD. Anastasios Psaropoulos: Mr. Psaropoulos became our Chief Financial Officer in November 2018. He has over 12 years of experience in finance in the shipping sector.
Lister worked in a number of managerial, strategic and operational roles for liner shipping companies and their agents. Mr. Lister graduated from Durham University and holds an MBA from INSEAD. Anastasios Psaropoulos: Mr. Psaropoulos became our Chief Financial Officer in November 2018. He has over 15 years of experience in finance in the shipping sector.
The 2019 Plan administrator may grant dividend equivalents with respect to grants of restricted stock units. 77 Table of Contents Adjustments may be made to outstanding awards in the event of a corporate transaction or change in capitalization or other extraordinary event.
The 2019 Plan administrator may grant dividend equivalents with respect to grants of restricted stock units. 76 Table of Contents Adjustments may be made to outstanding awards in the event of a corporate transaction or change in capitalization or other extraordinary event.
George Giouroukos, are “independent directors” as such term is defined in Rule 10A-3 under the Exchange Act, and the NYSE rules. Board Committees Our Board of Directors has formed an audit committee, a compensation committee, a nominating and corporate governance committee, a conflicts committee and an environmental, social and governance committee.
George Giouroukos and Mr. Ian Webber, are “independent directors” as such term is defined in Rule 10A-3 under the Exchange Act, and the NYSE rules. Board Committees Our Board of Directors has formed an audit committee, a compensation committee, a nominating and corporate governance committee, a conflicts committee and an environmental, social and governance committee.
The price at which the third tranche is to vest was amended to $21.00, over a 60-day period. All other terms of the awards remain unchanged. During the years ended December 31, 2023, 2022 and 2021, 399,727, 218,366 and 55,175 incentive shares vested, respectively, under the amended September 2021 awards.
The price at which the third tranche is to vest was amended to $21.00, over a 60-day period. All other terms of the awards remain unchanged. During the years ended December 31, 2024, 2023 and 2022, 535,912, 399,727 and 218,366 incentive shares vested, respectively, under the amended September 2021 awards.
Item 6. Directors, Senior Management and Employees A. Directors and Senior Management Our directors and executive officers as of the date of this Annual Report and their ages as of December 31, 2023 are listed below: Name Age Position George Giouroukos 58 Executive Chairman Michael S.
Item 6. Directors, Senior Management and Employees A. Directors and Senior Management Our directors and executive officers as of the date of this Annual Report and their ages as of December 31, 2024 are listed below: Name Age Position George Giouroukos 59 Executive Chairman Michael S.
Pitner joined the Shipping Division of the Bank’s Structured Finance Department, where he financed newbuildings and was also responsible for special projects. He then was entrusted with increasingly senior roles. In September 2017, after 42 years, Mr. Pitner retired from the bank. He graduated from Reims business school and holds a MSIA from Krannert Business School—Purdue University, USA.
Pitner joined the Shipping Division of the Bank’s Structured Finance Department, where he financed newbuildings, second hand vessels and also special projects. He then was entrusted with increasingly senior roles. In September 2017, after 42 years, Mr. Pitner retired from the bank. He graduated from Reims business school and holds a MSIA from Krannert Business School—Purdue University, USA in 1974.
He has also participated in the Program for Leadership Development (PLDA), in the program preparing to be a Corporate Director (PCD), and in the program Private Equity and Venture Capital (PEVC) of Harvard Business School. B.
He has also participated in the Program for Leadership Development (PLDA), in the program preparing to be a Corporate Director (PCD), and in the program Private Equity and Venture Capital (PEVC) of Harvard Business School. George Giannopoulos: Mr.
In 2019, Mr. van Lacum became CEO of Prow Capital, a private debt fund manager focusing on ESG investments in the shipping industry. Mr. van Lacum holds a Master’s Degree in Economics from the University of Amsterdam, Netherlands. Ian J. Webber: Mr. Webber became our Chief Executive Officer in August 2008. Effective March 31, 2024, Mr.
In 2019, Mr. van Lacum became CEO of Prow Capital, a private debt fund manager focusing on ESG investments in the shipping industry. Mr. van Lacum holds a Master’s Degree in Economics from the University of Amsterdam, Netherlands. Ian J. Webber: Effective March 31, 2024, Mr.
Pitner, expires at the annual meeting of shareholders to be held in 2024. The current term of office of the Term II class of directors, consisting of Mr. Chalkias, and Mr. Giouroukos, expires at the annual meeting of shareholders to be held in 2025. The current term of office of the Term III class of directors, consisting of Mr.
Pitner, expires at the annual meeting of shareholders to be held in 2027. The current term of office of the Term II class of directors, consisting of Mr. Chalkias, Mr. Giouroukos and Mr. Webber, expires at the annual meeting of shareholders to be held in 2025.
Pitner, who has 30 years of shipping experience, was appointed a director in November 2018. Mr. Pitner commenced his career in 1974 in the Risk Department of Banque Indosuez, now part of Credit Agricole Group. He held various operational and commercial responsibilities in the Bank’s French Export Credit Department. In 1987, Mr.
Pitner, who has 30 years of shipping experience, was appointed a director in November 2018. Mr. Pitner commenced his career in 1974 in the Risk Department of Banque Indosuez, absorbed later by the Credit Agricole Group. He held various operational commercial responsibilities within the Bank’s French Export Credit Department. In 1987, Mr.
From 2005 until 2007, Mr. Lister was a Senior Vice President at DVB Bank. Before that, from 2004 to 2005, he worked for the German KG financier and ship owning group, Nordcapital & E.R.Schiffahrt, as Director of Business Development. From 1991 to 2002, Mr.
Lister has led our ESG initiatives to ensure close alignment of our commercial and ESG strategies. From 2005 until 2007, Mr. Lister was a Senior Vice President at DVB Bank. Before that, from 2004 to 2005, he worked for the German KG financier and ship owning group, Nordcapital & E.R.Schiffahrt, as Director of Business Development. From 1991 to 2002, Mr.
Webber will join the Board of Directors as a Term II Director, thereby increasing the size of the Board of Directors from eight to nine members. ** Effective as of March 31, 2024, Mr. Thomas A. Lister will become Chief Executive Officer to succeed Mr. Webber.
Webber joined the Board of Directors as a Term II Director, thereby increasing the size of the Board of Directors from eight to nine members. ** Effective as of March 31, 2024, Mr. Thomas A. Lister became Chief Executive Officer to succeed Mr. Webber. *** Effective as of May 2024, Mr. George Giannopoulos became Chief Compliance Officer.
Webber will retire from the position from Chief Executive Officer, and will join our Board of Directors as a director. From 1979 to 1996, Mr. Webber worked for PriceWaterhouse, the last five years of which he was a partner. From 1996 to 2006, Mr.
Webber retired from the position of Chief Executive Officer (which he held since August 2008), and joined our Board of Directors. From 1979 to 1996, Mr. Webber worked for PriceWaterhouse, the last five years of which he was a partner. From 1996 to 2006, Mr.
A total of 2,111,988 incentive shares under both plans had vested as at December 31, 2023. Of the total incentive shares which vested under both plans up to December 31, 2023, 152,598 had not been issued. C.
A total of 2,647,900 incentive shares under both plans had vested as at December 31, 2024. Of the total incentive shares which vested under both plans up to December 31, 2024, 204,797 had not been issued.
Lister** 54 Chief Commercial Officer & Head of ESG Anastasios Psaropoulos 45 Chief Financial Officer * Effective as of March 31, 2024, Mr. Ian J. Webber will retire from the position of Chief Executive Officer. Effective as of the same date, Mr.
Lister** 55 Chief Executive Officer Anastasios Psaropoulos 45 Chief Financial Officer George Giannopoulos*** 42 Chief Compliance Officer * Effective as of March 31, 2024, Mr. Ian J. Webber retired from the position of Chief Executive Officer. Effective as of the same date, Mr.
Compensation Compensation of Executive Officers For the year ended December 31, 2023, we have expensed an aggregate of $1.73 million in compensation to our executive officers, which includes the remuneration of our Executive Chairman.
B. Compensation Compensation of Executive Officers For the year ended December 31, 2024, we have expensed an aggregate of $2.2 million in compensation to our executive officers, which includes the remuneration of our Executive Chairman. 75 Table of Contents Compensation of Directors Our directors (other than our Executive Chairman) receive an annual fee of $105,000.
Gross 62 Director Alain Wils 80 Director Ulrike Helfer 64 Director Michael Chalkias 53 Director Yoram (Rami) Neugeborn 62 Director Alain Pitner 75 Director Menno van Lacum 53 Director Ian J. Webber* 66 Chief Executive Officer Thomas A.
Gross 63 Director Alain Wils 81 Director Ulrike Helfer 65 Director Michael Chalkias 54 Director Yoram (Rami) Neugeborn 63 Director Alain Pitner 76 Director Menno van Lacum 54 Director Ian J. Webber* 67 Director Thomas A.
Compensation of Directors Our directors (other than our Executive Chairman) receive an annual fee of $105,000. The Chairman of the audit committee receives an additional fee of $15,000 and each member of the audit committee receives an additional $7,500.
The Chairman of the audit committee receives an additional fee of $15,000 and each member of the audit committee receives an additional $7,500. The Chairman of the nominating and corporate governance committee and the compensation committee each receive an additional $5,000 and each member of those committees receives an additional $2,500.
Chalkias counts more than 25 years in the shipping industry, during which he has accumulated extensive in-depth knowledge in all aspects of the business and established strong relationships in the sector. Through Prime Marine, he has invested in many ships, primarily product tankers and gas carriers and has partnered with a number of international banks and US private equity firms.
Through Prime Marine, he has invested in many ships, primarily product tankers and gas carriers and has partnered with a number of international banks and US private equity firms.
Gross has been a director since inception and was Chairman from September 2008 to November 2018 when the strategic combination with Poseidon Containers closed. Mr. Gross is the Chairman of the board of directors and Co-Chief Executive Officer of SLR Investment Corp. and SLR Senior Investment Corp., publicly traded BDC’s focused on private direct lending. From 2004 to 2006, Mr.
Gross has been a director since inception and was Chairman from September 2008 to November 2018 when the strategic combination with Poseidon Containers closed. Mr.
Chalkias has also served as non-executive, non-independent director of First Ship Lease Trust (“FSL Trust”), a Singapore-based business trust listed on the Mainboard of the Singapore Exchange Securities Trading Limited. Mr.
Chalkias has also served as non-executive, non-independent director of First Ship Lease Trust, a Singapore-based business trust listed on the Mainboard of the Singapore Exchange Securities Trading Limited. Mr. Chalkias counts more than 25 years in the shipping industry, during which he has accumulated extensive in-depth knowledge in all aspects of the business and established strong relationships in the sector.
Gross was the President and Chief Executive Officer of Apollo Investment Corporation (“AIC”), a publicly traded business development company, and was the managing partner of Apollo Investment Management, L.P. (“AIM”), the investment adviser to AIC. From 1990 to 2006 Mr. Gross was a senior partner of Apollo Management, a leading private equity firm which he co-founded in 1990.
Gross is the Chairman of the board of directors and Co-Chief Executive Officer of SLR Investment, a publicly traded BDC focused on private direct lending and is a co-managing partner of SLR Capital Partners since 2006. From 1990 to 2006 Mr. Gross was a senior partner of Apollo Management, a leading alternative asset management firm, which he co-founded in 1990.
The Chairman of the nominating and corporate governance committee and the compensation committee each receive an additional $5,000 and each member of those committees receives an additional $2,500. In addition, each director is reimbursed for out-of-pocket expenses in connection with attending meetings of our Board of Directors or committees.
In addition, each director is reimbursed for out-of-pocket expenses in connection with attending meetings of our Board of Directors or committees.
Webber will retire from the position of Chief Executive Officer, and as of the same date, has been appointed to serve on our Board of Directors as a Term II Director, expanding the size of the Board of Directors from eight to nine members. 78 Table of Contents Other than our Executive Chairman, none of our directors have service contracts with us or any of our subsidiaries providing for benefits upon the termination of their employment.
Wils, expires at the annual meeting of shareholders to be held in 2026. 77 Table of Contents Other than our Executive Chairman, none of our directors have service contracts with us or any of our subsidiaries providing for benefits upon the termination of their employment.
Removed
Set forth below is a description of certain material terms of the employment agreements with each of our executive officers, which is qualified in its entirety by the respective agreements which are filed as exhibits hereto. 75 Table of Contents George Giouroukos, Executive Chairman Mr. Giouroukos has entered into an employment contract with GSL Enterprises, our wholly-owned subsidiary, and Mr.
Added
Giannopoulos became our Chief Compliance Officer in May 2024 and has been our Head of Internal Audit since the Poseidon Transaction in November 2018. From 2015 until 2018, Mr. Giannopoulos was Financial Controller at our technical manager, Technomar. Prior to joining Technomar, from 2010 until 2015, Mr.
Removed
Giouroukos serves as our Executive Chairman pursuant to the terms of an inter-company agreement between us and GSL Enterprises. Pursuant to his employment agreement, Mr. Giouroukos receives an annual salary and is eligible to receive an annual performance-based cash bonus payment out of the profits of GSL Enterprises. The agreement is terminable by Mr.
Added
Giannopoulos was Financial Controller in charge of the South American logistics arm of Navios—a group of shipping companies listed on the New York Stock Exchange. From 2006 to 2010, Mr. Giannopoulos worked for PricewaterhouseCoopers as a senior external auditor covering the shipping and oil & gas industries. Mr. Giannopoulos is a graduate of Maritime Studies from the University of Piraeus.
Removed
Giouroukos if he provides not less than six months’ advance written notice to GSL Enterprises except if such termination is for “good reason”, including a “change in control” of Global Ship Lease, Inc., as such terms are defined in his employment agreement, in which case Mr.
Added
On January 2, 2024, we approved awards to a non-employee director amounting to 4,884 shares of incentive stock which vested and were issued immediately, and 8,311 shares, to vest in a similar manner to the awards to other non-employee directors, adjusted for the date of appointment of the director, up to September 30, 2025.
Removed
Giouroukos is able to terminate the agreement by providing not less than 14 days’ advance written notice to GSL Enterprises. GSL Enterprises is able to terminate Mr. Giouroukos’s employment agreement by providing no less than 12 months’ advance written notice to Mr. Giouroukos (subject to exceptions in the case of summary termination). If Mr.
Added
As a result of the Chief Executive Officer transition in March 2024, the Board of Directors approved a new award of 6,465 shares of incentive stock to the new non-employee director and 51,750 a new award to the new Chief Executive Officer, both structured in the same way as existing equivalent awards, adjusted for the dates of appointment. 155,250 shares were forfeited, due to retirement of the then Chief Executive Officer.
Removed
Giouroukos resigns for “good reason” or GSL Enterprises terminates his employment for any reason whatsoever other than for “cause”, Mr. Giouroukos is entitled to receive a severance payment in lieu of a salary and contractual benefits for 12 months following the termination date, together with any bonus payable in accordance with the terms of the employment agreement.
Added
We filed a registration statement on Form S-8 under the Securities Act registering the Class A common shares under our 2019 Plan. The shares included in such registration statement are available for sale in the public market, subject to applicable vesting provisions. C.
Removed
Ian Webber, Chief Executive Officer GSLS, our wholly-owned subsidiary, has entered into an employment agreement with Mr. Webber and Mr. Webber has served as our Chief Executive Officer pursuant to the terms of an inter-company agreement between us and GSLS. In his capacity as Chief Executive Officer, Mr.
Added
The current term of office of the Term III class of directors, consisting of Mr. Gross, Mr. van Lacum and Mr.
Removed
Webber receives a salary and is eligible to receive a cash bonus payment up to an annual maximum of 60% of his salary at the discretion of GSLS. He is also eligible to receive share based incentives. Effective as of March 31, 2024, Mr.
Removed
Webber will retire from his position as Chief Executive Officer, and accordingly, the employment agreement shall terminate as of the same date, save for surviving provisions therein. For a period of one year after Mr.
Removed
Webber’s employment, he will not, among other actions, solicit or attempt to solicit certain employees or certain customers of ours (or one of our group companies) or be involved in any relevant business in competition with us (or one of our group companies). Anastasios Psaropoulos, Chief Financial Officer Mr.
Removed
Psaropoulos has entered into an employment contract with GSL Enterprises, our wholly-owned subsidiary, and pursuant to the terms of an inter-company agreement between us and GSL Enterprises Mr. Psaropoulos serves as our Chief Financial Officer and Treasurer. Pursuant to the employment agreement, Mr.
Removed
Psaropoulos receives an annual salary and is eligible to receive an annual performance-based cash bonus payment out of the profits of GSL Enterprises. The agreement is terminable by Mr.
Removed
Psaropoulos if he provides not less than six months’ advance written notice to GSL Enterprises except if such termination is for “good reason”, including a “change in control” of Global Ship Lease, Inc., as such terms are defined in the employment agreement, in which case Mr.
Removed
Psaropoulos is able to terminate the agreement by providing not less than 14 days’ advance written notice to GSL Enterprises. GSL Enterprises is able to terminate Mr. Psaropoulos’ employment agreement by providing no less than 12 months’ advance written notice to Mr. Psaropoulos (subject to exceptions in the case of summary termination). If Mr.
Removed
Psaropoulos resigns for “good reason” or GSL Enterprises terminates his employment for any reason whatsoever other than for “cause”, Mr.
Removed
Psaropoulos is entitled to receive a severance payment in lieu of a salary and contractual benefits for 12 months following the termination date, together with any bonus payable in accordance with the terms of the employment agreement. 76 Table of Contents Thomas Lister, Chief Commercial Officer & Head of ESG, Incoming Chief Executive Officer Mr.
Removed
Lister entered into an employment contract with GSL Enterprises, our wholly-owned subsidiary, with effect from January 1, 2022, and pursuant to the terms of an inter-company agreement between us and GSL Enterprises, Mr.
Removed
Lister currently serves as our Chief Commercial Officer and Head of ESG, and effective as of March 31, 2024, will serve as our Chief Executive Officer, at which time, his employment agreement will be amended to accordingly to reflect, among other things, revised terms related to the change in his position, including customary non-competition provisions.
Removed
Pursuant to the employment agreement, Mr. Lister receives an annual salary and is eligible to receive an annual performance-based cash bonus payment out of the profits of GSL Enterprises. The agreement is terminable by Mr.
Removed
Lister if he provides not less than six months’ advance written notice to GSL Enterprises except if such termination is for “good reason”, including a “change in control” of Global Ship Lease, Inc., as such terms are defined in the employment agreement, in which case Mr.
Removed
Lister is able to terminate the agreement by providing not less than 14 days’ advance written notice to GSL Enterprises. GSL Enterprises is able to terminate Mr. Lister’s employment agreement by providing no less than 12 months’ advance written notice to Mr. Lister (subject to exceptions in the case of summary termination). If Mr.
Removed
Lister resigns for “good reason” or GSL Enterprises terminates his employment for any reason whatsoever other than for “cause”, Mr. Lister is entitled to receive a severance payment in lieu of a salary and contractual benefits for 12 months following the termination date, together with any bonus payable in accordance with the terms of the employment agreement.
Removed
As at December 31, 2022, 3,028,972 incentive Class A common shares had been awarded under the 2019 Plan, leaving 383,528 Class A common shares available to be awarded under the 2019 Plan. As at December 31, 2022, 1,712,261 incentive Class A common shares had vested under the 2019 Plan, of which 193,569 had not been issued or settled.
Removed
As at March 10, 2023, 110,625 Class A common shares remained to be issued.
Removed
Gross, Mr. van Lacum and Mr. Wils, expires at the annual meeting of shareholders to be held in 2026. Commencing March 31, 2024, Ian J.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeGiouroukos, and any entity which he controls, will not be prevented from: (1) acquiring, owning, operating or chartering vessels other than containerships; (2) acquiring or owning one or more containerships if we decide not to exercise our right of first refusal to acquire such containership, in accordance with the terms of the Non-Compete Agreement described below under “Right of First Refusal”; (3) acquiring, owning, operating or chartering one or more containerships as part of the acquisition of a controlling interest in a business or package of assets that owns, operates or charters such containerships; provided, however, that Mr.
Biggest changeAcquiring or owning one or more containerships (or an interest in one or more containerships) if we decide not to exercise our right of first refusal to acquire such containership (or interest in such containership), in accordance with the terms of the Non-Compete Agreement described below under “Right of First Refusal”; 3.
We believe that the shares held by Cede & Co. include common shares beneficially owned by both holders in the United States and non-U.S. beneficial owners. We are not aware of any arrangements the operation of which may at a subsequent date result in our change of control. 81 Table of Contents B.
We believe that the shares held by Cede & Co. include common shares beneficially owned by both holders in the United States and non-U.S. beneficial owners. We are not aware of any arrangements the operation of which may at a subsequent date result in our change of control. 80 Table of Contents B.
Based on a Schedule 13D/A filed by CMA CGM with the SEC on September 7, 2022, CMA CGM no longer holds any Registerable Securities. Non-Compete Agreement On October 29, 2018, we entered into a Non-Compete Agreement with Mr. George Giouroukos and Conchart reflecting, among others, the provisions described below.
Based on a Schedule 13D/A filed by CMA CGM with the SEC on September 7, 2022, CMA CGM no longer holds any Registerable Securities. Non-Compete Agreement On October 29, 2018, we entered into a Non-Compete Agreement (the “Original Non-Compete Agreement”) with Mr. George Giouroukos and Conchart reflecting, among others, the provisions described below.
Further, we have agreed to pay to the commercial manager, who shall be named broker in each memorandum of agreement (or equivalent agreement) providing for the sale of all vessels and purchase of some vessels, a commission of 1.00% based on the sale and purchase price for any sale and purchase of a vessel. 84 Table of Contents The CCMA, with respect to a vessel, has a minimum term of twenty-four months after the later to occur of the expiry of the charter for the vessel or the credit facility (or other debt agreement) for which the vessel serves as collateral, unless terminated earlier in accordance with the provisions of the CCMA.
Further, we have agreed to pay to the commercial manager, who shall be named broker in each memorandum of agreement (or equivalent agreement) providing for the sale of all vessels and purchase of some vessels, a commission of 1.00% based on the sale and purchase price for any sale and purchase of a vessel, which shall be payable upon request of the commercial manager. 83 Table of Contents The CCMA, with respect to a vessel, has a minimum term of twenty-four months after the later to occur of the expiry of the charter for the vessel or the credit facility (or other debt agreement) for which the vessel serves as collateral, unless terminated earlier in accordance with the provisions of the CCMA.
We expect that additional vessels that we may acquire in the future will also be managed under a CCMA on substantially similar terms. The fees paid by us to Conchart for the year ended December 31, 2023 amounted to $8.0 million. For the year ended December 31, 2022, fees paid to Conchart amounted to $6.3 million.
We expect that additional vessels that we may acquire in the future will also be managed under a CCMA on substantially similar terms. The fees paid by us to Conchart for the year ended December 31, 2024 amounted to $8.6 million. For the year ended December 31, 2023, fees paid to Conchart amounted to $8.0 million.
Except as otherwise indicated, each person or entity named in the table below has sole voting and investment power with respect to all of our Class A common shares, shown as beneficially owned, subject to applicable community property laws. As of the date of this annual report, an aggregate of 35,087,307 Class A common shares were issued and outstanding.
Except as otherwise indicated, each person or entity named in the table below has sole voting and investment power with respect to all of our Class A common shares, shown as beneficially owned, subject to applicable community property laws. As of the date of this annual report, an aggregate of 35,736,123 Class A common shares were issued and outstanding.
We pay Technomar a daily management fee of Euro 785 from January 1, 2024, compared to Euro 750 for 2023, per vessel, payable in U.S. dollars, which, in addition to covering the technical ship management services being provided, includes administrative support services, including accounting and financial reporting, treasury management services and legal services also being provided pursuant to the TTMAs.
We pay Technomar a daily management fee of Euro 820 from January 1, 2025, compared to Euro 785 for 2024, per vessel, payable in U.S. dollars, which, in addition to covering the technical ship management services being provided, includes administrative support services, including accounting and financial reporting, treasury management services and legal services also being provided pursuant to the TTMAs.
(6) The number of shares of Class A common shares beneficially owned by a person and the percentage ownership of that person, includes Class A common shares under stock-based awards held by that person that are exercisable, vested or convertible as of March 15, 2024 or that will become exercisable, vested or convertible within 60 days after March 15, 2024 and which are described above under the heading “Item 6.
(4) The number of shares of Class A common shares beneficially owned by a person and the percentage ownership of that person, includes Class A common shares under stock-based awards held by that person that are exercisable, vested or convertible as of March 10, 2025 or that will become exercisable, vested or convertible within 60 days after March 10, 2025 and which are described above under the heading “Item 6.
We expect that additional vessels that we may acquire in the future will also be managed under a TTMA on substantially similar terms. The management fees paid by us to Technomar for the year ended December 31, 2023 amounted to $19.1 million.
We expect that additional vessels that we may acquire in the future will also be managed under a TTMA on substantially similar terms. The management fees paid by us to Technomar for the year ended December 31, 2024 amounted to $21.8 million.
The management fees paid by us to Technomar for the year ended December 31, 2022 amounted to $16.6 million. For the year ended December 31, 2021 management fees paid by us to Technomar amounted to $15.3 million. GSL has guaranteed certain of the financial obligations of its subsidiaries under each applicable TMA.
The management fees paid by us to Technomar for the year ended December 31, 2023 amounted to $19.1 million. For the year ended December 31, 2022 management fees paid by us to Technomar amounted to $16.6 million. GSL has guaranteed certain of the financial obligations of its subsidiaries under each applicable TMA.
In the event we do not elect to accept the Potential Charter Opportunity, Conchart shall be free to pursue such Potential Charter Opportunity or direct it to another person or entity for a period of 15 calendar days on the same terms and conditions as presented to us. 83 Table of Contents Ship Management Agreements Technomar provides us with all day-to-day technical ship management services, pursuant to a technical management agreement with each of our vessel-owning subsidiaries (as amended from time to time, the “TTMA”) for all of the vessels in our fleet.
In the event we do not elect to accept the Potential Charter Opportunity, Conchart shall be free to pursue such Potential Charter Opportunity or direct it to another person or entity for a period of 15 calendar days on the same terms and conditions as presented to us. 82 Table of Contents Ship Management Agreements Technomar provides us with all day-to-day technical ship management services, pursuant to the TTMA for all of the vessels in our fleet.
In connection with such appointment, we will also pay Technomar a fee of EUR 7,500, per annum per vessel, pro rata, for the provision of additional services relating to our compliance with EU ETS requirements, such services include, among others, gathering emissions data, calculating emissions allowances, reporting verified emissions data to the relevant authorities, and managing EU ETS accounts on our behalf.
Commencing January 1, 2024, we also pay Technomar a fee of EUR 7,500, per annum per vessel, pro rata, for the provision of additional services relating to our compliance with EU ETS requirements, such services including, among others, gathering and monitoring emissions data, calculating emissions allowances, reporting verified emissions data to the relevant authorities, and managing and monitoring EU ETS trading accounts on our behalf.
Directors, Senior Management and Employees-B. Compensation-2019 Omnibus Incentive Plan”. As of March 15, 2024, we had 15 registered shareholders of record, two of which were located in the United States holding an aggregate of 34,620,504 of our Class A common shares, representing 98.7% of our outstanding common shares.
Directors, Senior Management and Employees-B. Compensation-2019 Omnibus Incentive Plan”. As of March 10, 2025, we had 15 registered shareholders of record, two of which were located in the United States holding an aggregate of 34,830,869 of our Class A common shares, representing 97.5% of our outstanding common shares.
The Class A common shares each have one vote and vote together as a single class except that any amendment to the articles of incorporation, including those made pursuant to the terms of any merger, consolidation or similar transaction, that would increase or decrease the aggregate number of authorized common shares of a class, increase or decrease the par value of common shares of a class, or alter or change the powers, preferences or rights of the class of common shares so as to affect them adversely, must be approved by the holders of not less than a majority of the votes entitled to be cast by the holders of such class of common shares then outstanding, voting separately as a class. 80 Table of Contents Approximate Percentage Name of Beneficial Owner Class A Common Shares of Outstanding Class A Beneficially Owned Common Shares (1) 5% Shareholders: George Giouroukos (2) 2,252,313 6.4% Morgan Stanley (3) 2,007,078 5.7% Whitefort Capital Management, LP (4) 1,897,481 5.4% Punch & Associates Investment Management, Inc.
The Class A common shares each have one vote and vote together as a single class except that any amendment to the articles of incorporation, including those made pursuant to the terms of any merger, consolidation or similar transaction, that would increase or decrease the aggregate number of authorized common shares of a class, increase or decrease the par value of common shares of a class, or alter or change the powers, preferences or rights of the class of common shares so as to affect them adversely, must be approved by the holders of not less than a majority of the votes entitled to be cast by the holders of such class of common shares then outstanding, voting separately as a class. 79 Table of Contents Approximate Percentage Name of Beneficial Owner Class A Common Shares of Outstanding Class A Beneficially Owned Common Shares (1) 5% Shareholders: Donald Smith & Co., Inc.
However, one of the U.S. shareholders of record is Cede & Co., a nominee of The Depository Trust Company, which held 34,618,190 of our Class A common shares as of March 15, 2024, representing 98.7% of our outstanding shares.
However, one of the U.S. shareholders of record is Cede & Co., a nominee of The Depository Trust Company, which held 34,830,582 of our Class A common shares as of March 10, 2025, representing 97.5% of our outstanding shares.
Technical management services provided under each TTMA include crewing, purchasing stores, lubricating oils and spare parts, paying wages, pensions and insurance for the crew, and organizing other vessel operating necessities, including the arrangement and management of drydocking.
Technical management services provided under each TTMA include crewing, purchasing stores, lubricating oils and spare parts, paying wages, pensions and insurance for the crew, and organizing other vessel operating necessities, including monitoring and reporting with respect to EU ETS requirements (including related Emission Trading Scheme Allowances) and FEUM compliance, and the arrangement and management of drydocking.
The EU ETS Fee is subject to a good faith re-appraisal as market standards evolve, such re-appraisal to occur no later than January 31, 2025.
The EU ETS Fee is subject to a good faith re-appraisal as market standards evolve.
Giouroukos or such entity that he controls or any third party is entitled to acquire, own and operate under the Non-Compete Agreement, pursuant to or in connection with the termination of a financing arrangement, including by way of a sale and leaseback or similar transaction, which is accounted for under United States generally accepted accounting principles as a financial lease; and (7) acquiring, owning, operating or chartering any containership that is subject to an offer to purchase as described in paragraphs (2) and (3) above, in each case pending the offer of such containership to us and our determination whether to purchase the containership and, if so, pending the closing of such purchase. 82 Table of Contents Further to the above, notwithstanding this agreement, Mr.
Giouroukos or such entity that he controls or any third party is entitled to acquire, own and operate under the Non-Compete Agreement, pursuant to or in connection with the termination of a financing arrangement, including by way of a sale and leaseback or similar transaction, which is accounted for under United States generally accepted accounting principles as a financial lease; 7.
(2) Mr. Giouroukos, who serves as our Executive Chairman, owns and controls Shipping Participations Inc. which is the record holder of 2,075,490 Class A common shares. As a result, Mr. Giouroukos may be deemed to beneficially own the shares held by Shipping Participations Inc.
(2) This information is derived from a Schedule 13G filed with the SEC on February 13, 2025. (3) Mr. Giouroukos, who serves as our Executive Chairman, owns and controls Shipping Participations Inc. which is the record holder of 2,075,490 Class A common shares. As a result, Mr.
Giouroukos, and any entity which he controls, incurs in connection with the acquisition and the transfer of such containership to us separate from the acquired business, if a majority of the value of the business or the package of assets acquired is attributable to containerships; (4) providing vessel management services relating to containerships, or other vessel types, including technical and commercial management, warehouse transactions for financial institutions and pool management; (5) acquiring, owning, operating or chartering any containership that Mr.
Giouroukos, and any entity which he controls, incurs in connection with the acquisition and the transfer of such containership to us separate from the acquired business, if a majority of the value of the business or the package of assets acquired is attributable to containerships, unless the acquisition of such controlling interest was otherwise permitted; 4.
We also reimburse the Technomar for the costs it incurs on our behalf, and provide customary indemnification to Technomar and its employees, agents and sub-contractors. In March 2024, (effective January 1, 2024), we further amended each TTMA to, among other things, appoint Technomar as our EU ETS Responsible Entity.
We also reimburse the Technomar for the costs it incurs on our behalf, and provide customary indemnification to Technomar and its employees, agents and sub-contractors.
Business Overview—Management of Our Fleet” for additional information on the Supervision Agreements. Conchart provides commercial management services to us on all of our vessels pursuant to commercial management agreements (each, as amended from time to time, the “CCMA”). Mr. George Giouroukos, our Executive Chairman, is the sole beneficial owner of Conchart.
The Supervision Agreements terminated when the underlying management agreement terminated between May and July 2023. Conchart provides commercial management services to us on all of our vessels pursuant to the CCMA. Mr. George Giouroukos, our Executive Chairman, is the sole beneficial owner of Conchart.
(5) 1,920,752 5.5% Other Directors and Executive Officers: Michael Gross 57,058 0.2% Alain Wils 8,370 0.0% Menno van Lacum 20,849 0.1% Alain Pitner 7,058 0.0% Michael Chalkias 7,058 0.0% Rami Neugeborn 5,832 0.0% Ulrike Helfer 5,590 0.0% Ian Webber 102,164 0.3% Thomas Lister 41,823 0.1% Anastasios Psaropoulos 114,182 0.3% All directors and executive officers as a group (11 individuals) (6) 2,622,297 7.5% (1) Calculated based on 35,087,307 Class A common shares outstanding as of the date of this annual report.
(2) 3,139,470 8.8% George Gioroukos (3) 2,480,423 6.9% Other Directors and Executive Officers: Michael Gross 34,917 0.1% Alain Wils 7,146 0.0% Menno van Lacum 20,625 0.1% Alain Pitner 12,834 0.0% Michael Chalkias 12,834 0.0% Rami Neugeborn 11,608 0.0% Ulrike Helfer 11,366 0.0% Ian Webber 125,408 0.4% Thomas Lister 64,351 0.2% Anastasios Psaropoulos 156,582 0.4% George Giannopoulos 917 0.0% All directors and executive officers as a group (12 individuals) (4) 2,939,011 8.2% (1) Calculated based on 35,736,123 Class A common shares outstanding as of the date of this annual report.
Six vessels (“Third-Party Managed Vessels”), which were purchased by us in July 2021 were previously managed by a third-party ship manager with those management agreements terminating between May and July 2023. Mr. George Giouroukos, our Executive Chairman, is the Founder, Managing Director, and majority beneficial owner of Technomar.
Six vessels, which were purchased by us in July 2021, were previously managed by another third-party ship manager with those management agreements having been terminated between May and July 2023 (the “Third-Party Managed Vessels”). Each of our vessel-owning subsidiaries for the Third-Party Managed Vessels entered into a Supervision Agreement with Technomar, pursuant to which Technomar supervised the third-party manager.
Giouroukos, and any entity which he controls, may compete with us, which could affect our business. Specifically, Mr.
Giouroukos and any entity which he controls will agree not to acquire, own or operate containerships. However, under certain exceptions, Mr. Giouroukos, and any entity which he controls, may compete with us, which could affect our business. Specifically, Mr. Giouroukos, and any entity which he controls, will not be prevented from: 1.
Pursuant to the Supervision Agreements, we paid a supervision fee of $157.50 per day (effective from January 1, 2023) per vessel ($150.00 prior to January 1, 2023). The Supervision Agreements terminated when the underlying management agreement terminated between May and July 2023. Please see “Item 4. Information on the Company—B.
Technomar also undertook the provision of Technical, Drydock, Insurance, Freight and Claims Handling Services as well as accounting, administrative & support services. Pursuant to the Supervision Agreements, we paid a supervision fee of $157.50 per day (effective from January 1, 2023) per vessel ($150.00 prior to January 1, 2023).
The Non-Compete Agreement became effective on the closing of the Poseidon Transaction. Restricted Business For so long as Mr. Giouroukos is our Executive Chairman, Mr. Giouroukos and any entity which he controls will agree not to acquire, own or operate containerships. However, under certain exceptions, Mr.
The Non-Compete Agreement became effective on the closing of the Poseidon Transaction. On March 12, 2025, we entered into a First Amended and Restated Non-Compete Agreement with Mr. George Giouroukos and Conchart amending the Original Non-Compete Agreement. Restricted Business For so long as Mr. Giouroukos is our Executive Chairman, Mr.
By mutual consent, the EBSA was terminated without penalty on the repayment of the 2022 Notes on January 20, 2021 and the relevant 16 vessels became subject to commercial management agreements directly with Conchart. For additional information on our related party transactions, please see the notes to our consolidated financial statements included herein. C.
For additional information on our related party transactions, please see the notes to our consolidated financial statements included herein. C. Interests of Experts and Counsel Not applicable.
Removed
(3) This information is derived from a Schedule 13G/A filed with the SEC on February 8, 2024. (4) This information is derived from a Schedule 13G/A filed with the SEC on February 14, 2024. (5) This information is derived from a Schedule 13G/A filed with the SEC on February 14, 2024.
Added
Giouroukos may be deemed to beneficially own the shares held by Shipping Participations Inc.
Removed
In addition, each of our vessel-owning subsidiaries for the Third-Party Managed Vessels entered into a Supervision Agreement with Technomar, pursuant to which Technomar supervised the third-party manager. Technomar also undertook the provision of Technical, Drydock, Insurance, Freight and Claims Handling Services as well as accounting, administrative & support services.
Added
Acquiring, owning, operating or chartering vessels other than containerships; 2.
Removed
Until January 20, 2021, 16 vessels which we provided as security to the 2022 Notes and Citi Credit facility were commercially managed by GSLS which had entered into a Commercial Advisory Services and Exclusive Brokerage Services Agreement (“EBSA”) with Conchart, whereby Conchart was appointed to provide commercial advisory and exclusive brokerage services to GSLS on those vessels on substantially the same terms as described above.
Added
Acquiring, owning, operating or chartering one or more containerships as part of the acquisition of a controlling interest in a business or package of assets that owns, operates or charters such containerships; provided, however, that Mr.
Added
Providing vessel management services relating to containerships, or other vessel types, including technical and commercial management, warehouse transactions for financial institutions and pool management; 5. Acquiring, owning, operating or chartering any containership that Mr.
Added
Acquiring, owning, operating or chartering any containership that is subject to an offer to purchase as described in paragraphs (2) and (3) above, in each case pending the offer of such containership to us and our determination whether to purchase the containership and, if so, pending the closing of such purchase; and 8. Increasing ownership interest of Mr.
Added
Giouroukos in a containership that was previously subject to an offer to purchase by us as described in paragraphs (2) or (3) above, that, in each case, our Board of Directors previously elected not to cause us to purchase. 81 Table of Contents Further to the above, notwithstanding this agreement, Mr.
Added
If, however, after receipt of the notice, we elect not to exercise our right of first offer with respect to the transfer of a containership, then the procedures shall not be required with respect any future proposed transfer of such containership occurring on substantially similar terms and conditions as set forth in such notice.
Added
Each TTMA was amended in March 2024 (with effect from January 1, 2024) to expand Technomar’s responsibilities in view of EU ETS requirements, and again amended in March 2025 to expand Technomar’s responsibilities in view of FEUM requirements, as detailed below. Mr. George Giouroukos, our Executive Chairman, is the Founder, Managing Director, and majority beneficial owner of Technomar.

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