Seaspan announces its financial results

Seaspan Corporation (“Seaspan”) announced on Oct. 30 its financial results for the three and nine months ended September 30, 2018.

Highlights for the Quarter:

• Earnings per diluted share of $0.36 for the third quarter and $1.07 for the nine months
• Cash Flow from Operations reached a quarterly record $142.2 million for the third quarter and $325.0 million for the nine months
• Fairfax exercised its first tranche of 38.5 million warrants for proceeds to Seaspan of $250.0 million
• Closed $150.0 million, two-year, corporate revolving credit facility
• Redeemed 10.5% Series F Preferred Shares for an aggregate total of $143.4 million, including accrued dividends
• Issued 8.0% Fixed-to-Floating Rate Series I Preferred Shares for gross proceeds of $150.0 million
• Achieved vessel utilization of 98.4% for the third quarter and 98.0% for the nine months ended September 30, 2018
• Entered into a binding term sheet for a potential investment of up to $200.0 million in the restructuring of Swiber Holdings Limited

Bing Chen, President and Chief Executive Officer of Seaspan, commented, “I am pleased with our record operating results in the third quarter, and the strategic milestones we have achieved so far this year. We are realizing benefits from the full integration of GCI, which is the main driver of our year-over-year growth, while we continue to invest in and improve operations of our integrated containership platform to provide best-in-class services. These improvements are evidenced by our 98.4% utilization rate for the quarter, as well as marking the lowest ever number of lost time injuries since we began tracking in 2013.”

Ryan Courson, Chief Financial Officer, added, “Over the course of the third quarter, we have improved our liquidity position with several strategic financings including closing the first of Fairfax’s two $250 million equity investments, a $150 million two-year corporate revolving credit facility, and $150 million of Preferred Series I Shares. Through prudent capital allocation we have lowered our cost of capital while increasing our capital structure flexibility.”

Significant Developments

Fairfax Investments

On July 16, 2018, in accordance with the May 2018 definitive agreement, Seaspan issued warrants to Fairfax Financial Holdings Ltd. and its affiliates (“Fairfax”) to purchase 25.0 million Class A common shares at an exercise price of $8.05 per share. In exchange for this, Fairfax exercised its first tranche of 38.5 million warrants at an exercise price of $6.50 per share in July 2018, for total proceeds of $250.0 million. Additionally, Fairfax agreed to exercise its second tranche of 38.5 million warrants at an exercise price of $6.50 per share, upon issuance of the warrants in January 2019 on closing of the March 2018 definitive agreement, for proceeds to the Company of $250.0 million. The two tranches of debentures, the first $250.0 million issued in February 2018, and the second $250.0 million to be issued in January 2019, were amended to allow Fairfax to call for early redemption of some or all of the debentures on each anniversary date of issuance.  As the right to put the debentures is solely within the control of Fairfax, the February 2018debentures were reclassified from long-term liabilities to current liabilities as of July 16, 2018. In September 2018, Fairfax waived the annual put right of the February 2018 debentures, which caused the February 2018 debentures to be reclassified from current liabilities to long-term liabilities. The February 2018 debentures will be reclassified from long-term liabilities to current liabilities when such debentures become puttable within one year from period end. Upon funding of the January 2019 debentures and exercise of the second tranche of warrants upon closing of the March 2018definitive agreement in January 2019, the January 2019 debentures will be classified as a current liability, as the debentures will be puttable within one year.

Following the exercise by Fairfax of its first tranche of warrants on July 16, 2018 to purchase 38.5 million Class A common shares, and as of September 30, 2018, the Company had 176.7 million Class A common shares outstanding.

Subsequent Events

Swiber Investment

As previously announced, on October 3, 2018, Seaspan entered into a binding term sheet for a potential investment of up to $200.0 million in the restructured Swiber Holdings Limited. Seaspan expects the investment to be funded in two tranches: i) $20.0 million upon closing in exchange for an 80% economic interest in the restructured Swiber Group, and ii) an incremental $180.0 million to be invested in a $1.0 billion LNG-to-power project in Vietnam that is currently under development. Closing of the first tranche is expected to occur in 2019.

Distribution

The Board of Directors has declared a quarterly distribution in the amount of $0.125 per share for its Class A common shares, payable on October 30, 2018 to shareholders of record as at the close of business on October 22, 2018. The regular quarterly dividends on the Preferred Shares Series D, Series E, Series G, Series H and Series I have also been declared.

Results for the Three and Nine Months Ended September 30, 2018

Financial Results

The following table summarizes Seaspan’s consolidated financial results for the three and nine months ended September 30, 2018 and 2017:

Ownership Days, Operating Days and Vessel Utilization

Ownership days are the number of days a vessel is owned and available for charter. Operating days are the number of days a vessel is available to the charterer for use.

The primary driver of ownership days are the increases or decreases in the number of vessels owned, while the drivers of operating days are ownership days and the number of days the vessels are off-hire.

Ownership days increased by 1,696 days and 3,318 days for the three and nine months ended September 30, 2018, respectively, compared to the same periods in 2017, primarily due to the addition of 16 vessels acquired through the Greater China Intermodal Investments LLC (“GCI”) acquisition, which contributed 1,472 days and 3,216 days, respectively. The remainder of the increase was due to 2018 vessel deliveries and acquisitions and partially offset by vessel disposals.

Vessel utilization represents the number of operating days as a percentage of ownership days.

The following table summarizes Seaspan’s vessel utilization by quarter and for the nine months ended September 30, 2018 and 2017:

_____________________________

Vessel utilization increased for the three and nine months ended September 30, 2018, compared to the same periods in 2017, primarily due to higher utilization of vessels acquired from GCI, 2018 deliveries and acquisitions and a decrease in off-hire days. During the nine months ended September 30, 2018, Seaspan completed dry-dockings for five 2500 TEU vessels, one 3500 TEU vessel and one 4250 TEU vessel, one of which occurred while the vessel was off-charter.

Revenue

Revenue increased by 39.8% to $295.0 million and by 29.9% to $801.4 million for the three and nine months ended September 30, 2018, respectively, compared to the same periods in 2017. The increases in revenue were primarily due to the additional operating days from the vessel deliveries, acquisition of new vessels from the GCI transaction and higher average charter rates for vessels that were on short-term charters.

The increase in operating days and the related financial impact thereof for the three and nine months ended September 30, 2018, relative to the same periods in 2017, is attributable to the following:

Ship Operating Expense

Ship operating expense increased by 22.0% to $55.4 million and by 20.5% to $163.7 million for the three and nine months ended September 30, 2018, respectively, compared to the same periods in 2017. The increases were primarily due to an increase in ownership days from the increase in the number of vessels in Seaspan’s fleet. The increase in ship operating expense for the nine months ended September 30, 2018 was also due to a higher bulk purchasing of vessel stores and spare parts, and an increase in planned maintenance required for certain vessels less than 8500 TEU in size.

Depreciation and Amortization Expense

Depreciation and amortization expense increased by 30.5% to $65.1 million and by 21.1% to $181.1 million for the three and nine months ended September 30, 2018, respectively, compared to the same periods in 2017. The increases were primarily due to an increase in ownership days from the increase in the number of vessels in Seaspan’s fleet.

General and Administrative Expense

General and administrative expense decreased by 41.9%, to $8.1 million and by 15.6% to $24.5 million for the three and nine months ended September 30, 2018, respectively, compared to the same periods in 2017. The decreases were primarily due to share-based compensation expense to the chairman of the board and the former chief executive officer, partially offset by a transition payment to the former chief financial officer in the second quarter of 2018.

Operating Lease Expense

Operating lease expense increased by 9.0% to $33.0 million and by 13.6% to $96.6 million for the three and nine months ended September 30, 2018, respectively, compared to the same periods in 2017. The increases were primarily due to an increase in LIBOR. The increase to the nine months ended September 30, 2018 was also due to the delivery of one vessel in 2017 that was financed through a sale-leaseback transaction.

Interest Expense and Amortization of Deferred Financing Fees

The following table summarizes Seaspan’s borrowings:

Interest expense and amortization of deferred financing fees increased by $29.9 million to $58.2 million and by $69.4 million to $154.5 million for the three and nine months ended September 30, 2018, respectively, compared to the same periods in 2017. The increases were primarily due to the debt assumed as part of the acquisition of GCI, an increase in operating debt for delivered vessels, the issuance of the February 2018 debentures to Fairfax and an increase in LIBOR.

Change in Fair Value of Financial Instruments

The change in fair value of financial instruments resulted in a gain of $4.5 million and $29.8 million for the three and nine months ended September 30, 2018, respectively. The gains for these periods were primarily due to an increase in the forward LIBOR curve as it relates to interest swaps. Included in the gain is unrealized change in fair value of $13.9 million and $62.8 million for the three and nine months ended September 30, 2018, respectively, compared to $11.5 million and $24.7 million for the comparative periods in the prior year.

Working Capital

At September 30, 2018Seaspan had a working capital deficiency of $465.5 million which includes $337.9 million of senior unsecured notes maturing in April 2019. In order to alleviate this deficiency Seaspan will rely, in part, upon the funding of the $250.0 millionJanuary 2019 Fairfax debentures and concurrent exercise of the second tranche of 38.5 million warrants in January 2019 for proceeds of $250.0 million, both of which are subject to limited closing conditions, including that there has not been a material adverse change with respect to Seaspan.  In the event that these closing conditions are not satisfied, which Seaspan does not expect to occur, Seaspan’s plans to alleviate this deficiency would include entering into secured financing for its 18 unencumbered vessels (six of which are in the process of being unencumbered), selling vessels, or drawing on its $150.0 million corporate revolver.  Seaspan also expects to further address this deficiency through cash generated from operations, existing sources of funds and additional sources of funds in the capital markets to the extent available.

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